Doctor Whooves: Luna's Madness
by The Imperator 2 you
Summary: Weeks have passed since The Professor appeared, and The Doctor is suffering from nightmare's again. He can't seem to figure out what the pieces of his dreams are telling him, and the only way is for somepony to help him. There is one problem though, the only candidate that can help, is Luna. Can she help him solve the mystery of his mind? Or will her efforts drive her into Madness?
1. Prologue

Prologue

**/watch?v=uKHsN1Nr97E**

*Playing a small piano*

Tis a rainy night my fellow night owls… as the curtains rise while that big white disk in the sky shines down as we prepare to listen in on yet another story told by yours truly.

Tell me all of you boys and girls are you coming back for the stories or are you just here to see little old me, Anasi your host with the most and that is not a boast!

Welcome back to the Golden Playhouse, now let me pour you a glass of my finest, and while I'm at it I'll save you a seat at the bar while you all settle right in for another night of story time with me. The tab's on me so help yourselves to whatever takes your fancy, whatever it takes to cheer you up on this crazy little night.

It's a rainy night outside, oh what a sad fate to befall the Golden Playhouse, I hope we all make it here before the story begins… after all nobody wants to miss a good story before bed time!

**/watch?v=KEknPFB-7PY**

*Starts playing a new tune on the piano*

Tell me when to stop playing my numbers boys and girls, I'm here to entertain until we are all settled in and ready to listen to yet another wonderful story.

Oh, you want to hear a background story while we wait… well the customer is always right, now let's see… where do I begin…

Oh I know just where… a question… let's see if this tickles your noggin or so.

Tell me… are any of you mad out there?

I think we all are a little crazy when you think about it… especially if you talk about yourself using words like, We and Ourselves… kind of like the main star of our story today… Princess Luna.

Quite the little number she has doesn't she… if I didn't know any better, I'd have to say she's not exactly right in the head, ya know with the whole royal Canterlot language and all that jazz… who knows what a girl thinks in their heads. But I think after spending a thousand years alone on the moon with nobody to talk to, you go just a little crazy after a while, maybe she went mad and never realized it… who knows.

*Stops playing the piano*

Tonight's story takes place almost three weeks after The Professor showed up in Equestria, and so far The Doctor has not heard another peep from her, and life has returned to almost completely normal for the Hooves family, with Doctor Hooves returning to his job as a Toy Maker, having needed to replace all the lost toys that The Professor destroyed when she threatened little Dink Doo and her sister. However something seems to be happening to our lovey Doctor, he is suffering from nightmares again… rings a bell from our first story does it? Well it gets better, he remembers his nightmares this time around, horrible images of fire, pain, screams and metal. What do these horrible images mean… and what can he possibly do to stop them?

Well that boys and girls… is where our story begins, with The Doctor waking up next to his wife Derpy, and sharing his concerns as he prepares to head to Canterlot to see Princess Luna about a toy that she said is in need of repair. What will happen to our dear hero? Who knows… but I do know that before we start our little tale… I have to get my throat ready for a long crazy night.

So… while we wait, settle in and get a drink… as we prepare to delve into the deepest parts… of Doctor Hooves' mind.

*chuckle* Is madness a state of mind… or is it a condition… you tell me.


	2. Chapter 1 - Luna's Offer

Chapter 1 – Luna's Offer

=Time, 7:45 AM, The Doctor's PoV=

The Doctor stared out of his window as the moon slowly made its way to the horizon, and the hour of morning approached. He had woken up ten minutes earlier because of yet another nightmare that had scared him so badly, he practically fell out of bed. Fortunately his wife, Derpy, was a very hard pony to wake up in the early hours of the morning. Still that didn't mean he was the only pony up at this hour, she was staring at him with a worried expression on her tired crisscrossed eyes from the bed as he stared with bags under his eyes at the moon.

"You had another nightmare, didn't you dear?" She asked quietly.

"Yes, this is the fourth night in a row that I've suffered one." He said, looking over at his wife as she still lay in bed. "It's the same one each and every time."

Derpy moved over so he could lie down next to her and she wrapped her hooves around him, giving him a small peck on his cheek to reassure him. "Tell me about this dream, maybe I can help you figure it out."

"Worth a try I guess." He said as she placed her head under his as they lay back down, not wanting to get out of bed just yet. "It's the same each time; I feel a sudden sharp pain followed by screaming and burning. The sound of metal clanking and groaning as it bends and breaks in the background is audible, and every time I get this sudden urge of great fear as I'm running from something, right before I wake up."

Derpy looked up into his eyes, worry etched into both of her crisscrossed eyes as she snuggled closer to him. "Is it the same thing that happened in Manehattan? She asked.

"No, this time I'm remembering my dreams exactly as they are." He said. "Back in Manehattan, you know before I asked you to marry me, my dreams were being blocked each and every night by some unknown force. I couldn't remember a single detail from my dream, only vague impressions from my feelings as I dreamed my dreams. Even then I couldn't remember anything clearly."

"You aren't doing anything wrong, I know that much." Derpy said, as though that could be the only possible explanation. "Do you know if your memories are trying to tell you something? They tried to do the same thing the last time this happened, even though that being who kept your memories locked up permitted only pieces to slip through."

He nodded in agreement, knowing that his memories were trying to figure out some kind of mystery involving something buried deep in his dreams. "I wish I knew what they were trying to tell me Derpy, I feel almost helpless not knowing what's ticking in my head." He whispered.

"This all started happening the night you walked in through the back door covered in cuts and dirt, not to mention wet and with muddy hooves." She said quietly, holding his hoof with her own. "What happened to you in the Tardis?"

"I told you Derpy, I was working on some toys when I accidently injured myself with some of the tools I used to cut wood." He said, remembering that day as clearly as he could. "After cutting myself a few times, and getting dirt on my coat and in my mane from tripping in the backyard, I went to take a shower inside the Tardis bathroom before going back to working on the toys again. Finally I came back in for dinner, tripping in some mud from the rain we had earlier that day."

"Then that night you started having nightmares, is there some kind of connection between them?" Derpy asked as he stroked one of her wings gently.

"If there is, I can't see it." He said as sunlight started to enter their room ever so slightly. "Well in any case, time to get up Derpy, we've got to get Dinky ready for school and Sparkler ready for her magic tutor, and you ready for work."

"And you have to go to Canterlot to see Luna about one of your toys right?" She asked.

"Yep, apparently it seems to be malfunctioning." He said, not getting up just yet. "It's one of her favorite toys, the Flyby Bird toy that she had decided to let fly around when she was exhausted one day. Apparently one of the guards damaged its wings midflight for mistaking it to be an intruder and knocked it out of the sky. Because it's one of the earlier models it couldn't handle the strain of the crash and the wings are now in need of repair. I'll grab some replacement parts and make my way to Canterlot; all in all it should take roughly a couple of hours. Once I get back home I'll go into the Tardis and do some meditative technique to try and figure out what my mind is trying to get me to remember."

"If you get to Canterlot and are still there by the time I get off work, we can go have dinner muffins, just you and me." She cooed at him as she turned and gently pulled him into a deep kiss.

"It's a date." He said when they separated and finally got up to get their daughter's up and ready for the day.

-Four hours later-

"Hello I am Doctor Hooves, Toy Maker extraordinaire from Ponyville." The Doctor told the guard as he stood outside the main gate to the Canterlot Palace. "I'm here at the personal request of Princess Luna; my business is that of toy repair work for a toy in her private collection."

The guard looked over him suspiciously and examined the saddlebags strapped wrapped around his neck and hanging over his back. "Do you have proof that you are here on official business?" He asked.

"Yes I do, here's my official Lunar Emblem." He said, pulling out a small hoof sized disk with Luna's cutie mark engraved on it. The disk was carved out of a solid block of amethyst with several other disks, and the cutie mark engraved on the jewel was marble lined with silver. Ever since the infiltration of the palace and the following fillynapping of Princess Celestia, both she and her sister Luna had issued these special emblems for official ponies and personal ties to the royal sisters. Anypony on official business to the palace had to show these special emblems to signify that they were expected and had full permission to visit the royal sisters. The Doctor received two emblems, the one he was carrying for his business with Luna, and another disk from Celestia. His emblem for any business Celestia might ask of him was very different from his Luna emblem; instead of amethyst it was carved out of a block of solid garnet with a gold etched symbol in the likeness her cutie mark.

Ever since the incident three weeks ago security for the palace had been tripled beyond what it had been before. Now ponies could not simply walk into the palace to see the Princesses at any time of the day, they had to wait for a specific time to be permitted a chance to gain a public audience with either of them. The guards were now more suspicious of anypony attempting to infiltrate the palace by subtle means, and were on alert for any suspicious ponies that did not belong at the palace. The guard examined the emblem and looked it over for several minutes before he nodded and allowed him to pass through the main gate.

"Thank you very much." He said cheerfully as he walked on into the palace and up the nearest stairs.

He looked around the palace and saw the many guards patrolling the corridors and watching him as he made his way down the hallway toward the throne room. They watched him with suspicious eyes and followed him every step of the way, but they didn't hold him back because he kept his Luna emblem out at all times as he made his way to the throne room door. The two guards watching over the door nodded as they saw his Luna emblem and allowed him to enter the throne room.

The throne room was just as grand as he remembered it as, with the paintings lining the walls and a carpet leading from the main door to the throne, where Celestia sat reading an official looking report. At the sound of his entry she looked up and smiled at him. "Welcome Doctor Hooves, glad to see you in the palace this day." She said warmly. "Luna is waiting upstairs for you with the patient."

"Righto, thank you Princess." He said jokingly as he walked to the back of the room and through the back door.

Ever since her vacation aboard the Tardis ended she had been feeling much more cheerful and much more relaxed since her fillnapping. It was something that he was glad to see, because a happy and calm Celestia was much better at her job of ruling Equestria than a nervous wreck Celestia. She had definitely enjoyed herself on her vacation, though he couldn't say her chef was as cheerful at the end of it. He had tried to challenge the Tardis to a cooking contest and had been thoroughly outmatched, much to the amusement of Celestia and the Doctor's family.

Five minutes later he climbed up the staircase to Luna's and Celestia's bedchambers. Under normal circumstances any stallion attempting to enter the bedchambers that wasn't a servant or while either of the Princesses was still in there would be punished. However because of his emblem and because he was under the watchful eyes of both Luna's guards, Hawk and Owl, he was able to walk up the staircase and into their chamber.

Luna was waiting inside with her toy collection sitting on a small table for him to examine, and she had already separated the toy that needed repair work for him. "Welcome Doctor, thank you for coming at this time of day." She said, not using her traditional voice when talking to him but still not quite talking as the rest of her subjects would talk. "I wish that the reason I summoned you for your services wasn't so… mediocre…"

"Oh it's no big deal Luna." He said, taking his toy repair tool box out of his saddlebag, as well as a set of spare parts for the Flyby bird toys. "Now let's see the patient."

He walked over to the small table and picked up the toy bird that he had made for Luna as a replacement for her sacrificing it when Rainbow Dash flew well past its speed limit permitted it. The speed was too much for it to remain stable, so it fell apart in a matter of seconds, so to replace the toy he had made this one using pieces designed for the same body type he made for other customers. Unlike the one he made for Dinky, the one Luna had was just like the ones he made for everypony, only able to handle speeds of twenty mph and altitudes a Pegasus could reach.

"Hmm let's see, no exterior damage that I can see." He whispered as he took a screwdriver and started taking the wings off so he could examine them closer.

Once he took the wings off he saw the damage she had asked him about, some of the internal gears and wiring had been bent and damaged upon being knocked out of the sky. The damage wasn't as severe, and in a few minutes he had replaced the gears, repainted the damaged wood's paint job, and shined the small glass eyes so they glinted in the sunlight. After replacing the wings he put it in the sunlight and watched the toy come to life and start flapping its wings as it got airborne.

"Thank you very much Doctor." Luna said gratefully as she watched her toy land among the rest of her collection and resume its place as a showpiece toy. "We will not play with the toy again, our collection would have been damaged and missing a valued piece if you were not here to repair the damage done to it."

"You're welcome Luna." He said, scratching his eyes with his hoof as they itched viciously.

"Is something wrong Doctor?" She asked.

"Not really, just very tired." He said. "It's nothing really important; I just have suffered a few nightmares for the past few nights."

"Typically when you are suffering from a nightmare, or if you are suffering some affliction related to your mind it is cause for worry." Luna stated in a matter of fact tone. "Do you require assistance or something?"

"No I can handle it myself, I was going to go home and do some meditative techniques." He said as he wrapped his tools up and placed them back in his saddlebag. "It should help me figure out what my mind is trying to tell me."

"How successful would your meditative technique be on your own?" She said as she picked up her toy collection and put them on another table one by one.

The Doctor thought for a moment before answering. "Well most of the time they don't work for me because if I could figure out what my head is trying to tell me, I would already know it." He said honestly. "My meditation technique lets me enter my own mind, with a lot of effort mind you."

"Well how successful would you efforts be if you had assistance?" She asked. "Perhaps somepony can assist you in your efforts."

"Well I would ask for help but, there is one tiny problem with that idea." He said. "If I were to ask for help, I would need a pony who could withstand my mind's inner mechanisms. Derpy would be the likeliest candidate to help me but the effort of trying to even enter my mind would leave her raving and ranting in gibberish for the rest of her life. She just doesn't have the mental barriers or the years of age around her mind to keep her safe from my own mind's defenses."

"What about our sister, or even us?" Luna asked.

"Well your sister would be out of the question Luna; my mind is already familiar with her to the level that it would resist her easily." He said. "You could help but… I don't know if it's a good idea to get you involved."

"Please Doctor we insist in helping you." Luna said determinedly.

He looked at her seriously then noticed a stack of paperwork behind her, and guessed the real reason for her insistence. "Well if you really want an excuse to leave the palace and get out and about, I suppose you can come by later and help me out." He sighed, though he was smiling the whole time.

Luna smiled and hugged him gratefully. "Thank you Doctor, you have no idea how happy we are!" She said. "We have not had a chance to leave the palace for months, we feel as though we are prisoners with all of the paperwork we have to deal with."

"Well I'll see you later today, after sundown in the Tardis." He said as he picked up his saddlebag and turned to leave. "See you then Luna!"

=Luna's PoV=

Luna watched The Doctor leave her bedchambers in the company of her two guards, Hawk and Owl, and was actually eagerly awaiting the moment she would raise the moon. For months she has always had to deal with royal paperwork, especially more since her sister decided to take a week-long vacation from their kingdom. She had not normally complained about it before, since she normally had next to nothing since her sister took care of the majority of the work, but after proving how effectively she could rule their kingdom on her own she had been given even more responsibilities.

Not to mention the added security measures she and her sister were taking for their own protection, add that and the palace felt more like a prison each and every passing day. The only times she got to leave the palace now and see the outside were through the eyes of Owl and Hawk as they went about their duties at her request. She normally avoided seeing through their eyes, due to the fact that it felt very invasive on her part, but without her asking they started showing her whatever they saw nowadays. She figured that they were trying to relieve her of the stress of not being able to see the outside as freely as she used to, and for that she was very grateful.

However seeing the outside was only helpful to a certain degree, there was a major difference between seeing the outside through her guard's eyes and actually being outside and seeing it with her own two eyes. Given the choice she would gladly be outside on her own, even if she had to be in the company of her two guards, it was better than being cooped up in the palace doing paperwork and attending to the affairs of hers and her sister's kingdom. However because of security reasons, mostly because The Professor was still out there even though they hadn't heard a peep from her since the attack, she could not leave the palace without a huge escort of guards to accompany her.

"Well at least now we have an excuse to leave the palace, and we can finally go somewhere that is both safe and welcoming." She said to herself as she picked up a notice she had neglected that morning. "Our sister will not turn us away from a trip to The Doctor's Tardis, especially after her surprise vacation."

-Eight hours later, after sunset-

Luna left the palace after she finished raising the moon and climbed into her chariot. Her two guards Hawk and Owl were already prepared to leave and the moment she indicated she was set, they took off and sped toward Ponyville. Her sister was not as pleased about her decision to aid The Doctor in his meditation, but still she gave her consent and hoped she was successful in her attempt to aid him. After they performed their duties of raising the sun and lowering the moon she quickly raced down the stairs and into the back of her personal chariot.

Luna looked around as she breathed the fresh air of the outside and looked down at the ground, knowing that there were no ponies out and about. If there were anyponies up at this time they were most likely preparing to go to bed. She didn't mind, she was just glad to be out of the palace for once, brief as it is. After ten minutes of hard flying she saw the Hooves' family home in the distance.

_-Finally we can go somewhere that I not in the palace.-_ She thought to her guards as she saw her guards starting to descend for a landing.

_-My lady, with all due respect.- _Hawk thought to her at that moment, knowing that she wanted to be out and about for as long as possible. _–How long do you expect this meditation to take with The Doctor? Every minute we are out of the palace raises the risk of being attacked out here from the safety of the palace. I know you are looking forward to this short visit to your greatest ally, but I worry about your well-being so far from help.-_

_-It will take as long as necessary.- _Owl told him in response, already knowing Luna's answer without her even thinking it. _–You are far too protective of our mistress; remember we are going to the safest place in the entire kingdom, the Doctor's Tardis. If there is anyplace more secure and more appropriate to protect our mistress it is this place. I swear Hawk you are such a mother mare!-_

_-Better to be a mother mare than worry free colt!- _Hawk shot back at Owl as they came in for a landing and slowed down their speed. _–If I didn't worry about our mistress's safety as much as I do then who knows what kind of trouble you would let her go into without any kind of protection. You're so carefree with the way you watch over the common ponies.-_

_-At least I do my best to make sure she sees the outside world as much as I do.- _Owl responded in a smug manner when they came to a stop outside of the Hooves' front yard. _–If you had your way Hawk then our mistress would never know what her subjects are truly like. You're so stubborn and fixated in your ways that you don't know what it's really like out here.-_

"Silence you two!" Luna said, not wanting to wake anypony up with her traditional Canterlot voice. "You forget we can hear you both just fine in our mind. Argue amongst yourselves when we are asleep and cannot hear your thoughts."

Hawk and Owl looked at her and bowed respectfully to her, and remained silent as she got out of the chariot and started walking toward the back of the house where the Tardis was located. She appreciated her guard's personal input in her thoughts, and while she respected Hawk for his wisdom and Owl for his commoner's opinion, he really hated it when the two of them decided to bicker about an issue they clearly disagreed on. It got very annoying at times, mostly because she hated the idea of ponies telling her what she is thinking when she clearly wasn't thinking that. The other reason was that, because she was privy to their thoughts when they permitted her into their minds, she didn't like the constant arguing that took place between them when they were bored and had nothing really to focus on besides guarding her.

"Both of you come with us." She ordered as she walked around the house. "If you are both so concerned with us and our safety than you can watch over us as we assist The Doctor in his meditation."

They nodded and followed behind her, watching both sides as she walked toward a solitary tree in the back of the house. Most ponies still didn't realize that this solitary tree that remained green and healthy all year round was really not a tree, but was actually a very clever, if slightly badly designed, camouflage for the safest place in all of Equestria. This tree was The Doctor's Tardis, a highly advanced time traveling ship that took the form of a blue box, now taking the form of a tree.

She noticed that the closer she got to the tree the more it seemed to shift and wave, until finally it took the form of the blue box that she was very familiar with. She walked up to the door of the blue box and knocked several times. Instantly the door opened and The Doctor poked his head out to look at her.

"Hello Luna, you're right on time!" He said cheerfully as he backed up and beckoned her and her guards in. "Derpy is making some late night muffins for us in the kitchen, should be ready in about ten or fifteen minutes."

"Good night Doctor." Luna said as she walked into the Tardis and looked around. No matter how many times she came in here she would never cease to be impressed by the sheer wonder of what she was seeing. A ship that was vast, so much more vast than she could conceive, was somehow magically packed into a space no bigger than a life sized statue of herself. "So where are we performing this meditation, surely not here."

"Oh no its way to loud in here, we're going somewhere quiet and peaceful." He said as he led the way down a hallway toward a familiar section of the Tardis. "We're going to the library, much more calming in there."

The library was a place she had only visited once while on board the Tardis, and that was in the company of the Elements of Harmony bearers and Sparkler and Dinky. They had been following a very powerful mare who called herself the Tardis, but she was not sure if it had been a genuine mare or some kind of holographic projection, either way she never raised up her worry's or concerns about that mare. The library was very large, not large as in the size of the room, but large as in the number of books that it was host to, over seven million books from across the stars. Such a vast repository of knowledge was stored here that if anypony could get their hooves on it, they would become the smartest pony on the planet.

**/watch?v=t7CzrOPhIrs**

She noticed that there was a strange looking clock sitting on a very small table as well as two pillows on either side. The clock had no numbers on its face and only a single hand hanging in the center of it. "So how do we prepare for this meditative operation Doctor, we have never been a part of something like this before." She asked.

"Well first of all sit on that pillow and I'll sit on this one." He said, pointing at the pillow closest to her. She did and as he sat down on his pillow her guards sat behind her as well, not so close as to be intrusive but close enough that if she needed them they were right there. "I must also ask that your two guards try to stay as quiet as they possibly can."

Luna nodded and ordered Hawk and Owl to remain silent, which they agreed to.

"Now then Luna, here's how it works." He said quietly. "I'm going to put you in a hypnotic trance, which will allow me to open my mind and allow you access to it. The trance will slow down your mental barriers and allow you to enter into a meditative state of mind where you will be able to see things that you could otherwise not see. To begin, concentrate on the ticking of this clock."

He took a hoof and pulled the hand on the clock and let it start ticking back and forth every second. Luna instantly started paying attention to the clock's hand, watching as it went back and forth every second, by the second, without stopping or without any assistance. It seemed silly at first but she decided to give it a try.

"Now Luna I want you to close your eyes and slow your breathing as much as you can." He whispered quietly.

She did, and slowly ever so slowly, the ticking of the clock got louder.

"Do you hear me Luna?" He asked her.

"Yes Doctor… we do." She said, not sure if this hypnotic trance was working or not.

"Luna, I'm going to ask you a few questions… do you understand what I'm saying?" He asked her, still talking in that low voice.

"Yes we do Doctor…" She whispered.

"Luna, do you have a connection to your two guards?" He asked her.

"Yes we do, they are as much a part of me as you are my friend." She replied, not sure what he was getting at.

"Do you have a mental connection to them… one that runs deep into the core of you mind and heart?"

"Yes, when they entered into our service I asked them what they would be willing to do in our name…" She said, remembering the day they entered into her service. "We asked them if they would be willing to let us into their minds so that we could hear what they hear, see what they see, and know what they know."

"You were afraid of betrayal?" He asked, still talking in barely more than a whisper.

"No, not betrayal… We were afraid of being… lied to…" She said, not sure why she was telling him this secret. "We wanted to trust them… but after… after…"

"After the fall of Princess Luna and the rise of Nightmare moon you wanted to be sure nopony would lie to you, especially those who claimed be your protectors." He said. "If you couldn't trust yourself to be truthful to you, how could you trust another pony when they didn't know how you truly felt at the core of your heart, am I right Luna?"

"Yes… we wanted to be sure that our guards would never lie to us." She said. "But… when they let us into their minds… We began trust them entirely… we offered to leave their minds, but they wanted to prove that they could be trusted… and so they let us know what they feel, what they think, and what they care about… of their own free will."

"You trust them with everything that you are thanks to that connection that not even Celestia has with her guards. Why does she need it when she is as loved as we know she is, but you needed that connection so you could feel confident in trusting other ponies again? You can't imagine yourself without that connection to Hawk and Owl now, without them sharing your mind and without you sharing theirs, they are you as much as you are them. You three are one pony divided into three, without even uttering a word you can tell what each of you is feeling."

"Yes, and we are happy to have them in our mind." She said, smiling with her eyes still closed as she let the warmth of her heart fill her two guard's minds, so that they could know how happy she was for taking such a step to show their loyalty and devotion to her. "We are happy, to be one with them… to have them be in our mind as well as share theirs…"

"Very good Luna, you've entered the hypnotic trance." He whispered, and the ticking of the clock grew slightly louder. "In this trance you freely admit and answer questions that I suggest to you, but now comes the hard part of our mission tonight. Now you must learn to sever that connection you have with your two guards, you must let them go for now Luna."

"No… we… we don't want to lose that connection." She said quietly, holding onto her connection to her two guards as tightly as she could. Across her connection she could feel her two guards fear and worry, as well as a desire to step between her and The Doctor so as to keep that connection from being tampered with. "Doctor… they are our closest friends, our only close friends… we want them to know where we are, to know what we feel… We want to know that they are there to protect me…"

"Luna you must learn to let them go if you are to enter my mind." He said. "My mind is too dangerous for them to enter with you, only you and you alone can enter it with safety. If they were to try and enter it my mind's defenses would break them in two. I know you care for your guard's safety Luna and that you wish to keep them from harm, to do so you must sever the connection you share with them."

"Alright… We'll try…" She relented, and tried to sever that connection to her guards.

After a few attempts, she felt herself mentally sever a pair of threads that linked her to Hawk and Owl. As she did she felt their worry spike drastically, and fear of the unknown and being alone scared her so much. She wanted to open her eyes, to turn around as reassure herself that both of them were still in the room, still sitting behind her and still watching over her.

But she didn't have the chance, as she felt The Doctor gently pick up her left hoof and hold it in both of his. "Keep your eyes closed and don't open them until I tell you to." He whispered.

"Alright." She said nervously.

"Now Luna I'm opening the gate of my mind, have you severed your connection to your trusted friends?" He asked her slowly.

"Yes… and it hurts…" She whimpered. "We're alone… we can't feel them. We're worried, we can't tell if they are still there, let us see them please."

"Trust that they are still there Luna." He said as she felt something strange happening to her hoof. "Now do you see anything?"

"No, all we see is darkness and emptiness." She said.

"You are looking for several doors Luna, pay attention to what you see around you." He said as a feeling of weightlessness flowed through her. "Look for the doors; you should be seeing doors by now. Look for them Luna."

"We're trying but we still see nothing!"

"Do you see anything now Luna?" The Doctor asked.

"Nay… we can't see anything… all we see is darkness." Luna said, trying to see the doors which he spoke of.

"You are still tied to those you know, that which you are familiar with… you must let them go to see into my mind Luna… only then can I show you the door." He whispered as the clock still ticking in the background became slightly quieter.

"Doctor… it's so hard we can't… we can still feel them… they are still there…" She said, somehow knowing her two guards were in the room with her. How she knew that she did not know, but that knowledge soothed her and made her more comfortable.

"Let them go Luna… forget them… forget all of them… let them go…" He whispered.

"We are trying…" She said, trying to sever all connections to her two guards, so that not even the tiniest thread remained between them and her.

"It is hard… to sever your hoof from your body… but you must if you wish to enter my mind Luna." He whispered. "Sever them from your heart and mind… you must break the bond that you have come to depend on for so long… sever your link… to your closest friends Princess Luna…"

Finally after a minute of hard effort, she severed her connection to her two guards entirely, forgetting that they even existed and then she noticed something happening. A series of doors started appearing before her. They were all different sizes, shapes, colors and designs. "We see them, we can see them Doctor!" She said excitedly.

"Good, now look for the door that is most unlike me." He whispered. "That is the only door which will allow you access into my mind."

"How will we know?" She whispered as she saw so many unique doors floating around her.

"You will know, believe me you will know Luna." He whispered.

She saw a door coming up that looked very dull, dirty, and in poor looking condition. Next to the door was a marble door with beautiful hourglass engravings with a bejeweled handle. Somehow she felt she understood what he meant, and felt herself floating to the very bad looking door. She reached out and felt herself about to touch the door's handle. She started blinking rapidly, and the door was right in front of her, so close that she could practically see a crack of light in the doorway.

"Doctor, I think I've found the door I'm…" She started saying, but then she blinked.

"Get your hoof off my face." A very bored voice that sounded very unlike The Doctor's said.

She opened her eyes and found herself face to face… with a blue stallion with yellow stripes and odd green eyes.

"What the…" She said.

**/watch?v=SrfPUQ3TQMQ**

-Anasi here to tell all you boys and girls who actually care about this stuff, because in all honesty who wants to hear this in the middle of a good story.

Doctor Who is property of The BBC, now what was Alice property of… oh who cares you all get the picture, My little Pony is copy right of Hasbro.

This entire story is made for entertainment purposes only and don't you dare sue the boss over anything you hear. After all you can't force a sweet little thing like me out onto the street can ya?-


	3. Chapter 2 - A Princess with Glasses

Chapter 2 – A Princess with Glasses

Luna stared into the green eyes of the blue stallion sitting in front of her; they were very unlike any eyes she had ever seen in a pony. Where the coloring of the eye was it was more oval than they her circular eyes looked like, and there was a strange sensation that the pony was looking at her through another set of eyes entirely. His blue coat had several yellow stripes running up and down his hooves and his back, just like Zecora's grey stripes on her coat and hooves. He didn't have a cutie mark that she could see, but she wasn't looking for a cutie mark at the moment. She was too busy staring at those strange, alien green eyes of his.

She didn't even realize that her hoof was still outstretched to try and open a door that was no longer in front of her, nor did she notice that her hoof was holding his nose. A fact he made apparent when he spoke again.

"I said get your hoof off my face." He said in that bored tone again. "I don't like it when a stranger decides to hold my face hostage the moment they walk through a door I was kind enough to open for them."

"Oh, forgive us!" Luna said quickly, putting her hoof down and backing away from him. "We didn't mean to hold your face in that manner, we were trying to…"

"I know very well what you were trying to do." The stallion said, standing up and walking around her and closing the very same door that was behind her and locking it. "Next time you want to walk through a door, knock next time you might get a better response."

Luna looked around at the scenery around her, and saw the strangest place she had ever seen. The door she had been trying to open, and apparently had walked through was perched at the very ledge of a cliff, overlooking what should have been an ocean but was nothing but sand and rocks. The grass she was standing on was soft and very green, despite the evidence of sand nearby and the blazing sunlight. It was also very cool, as the calm wind blew a gentle breeze that made her…

"Are you going to admire the scenery or are you going to figure out what you're doing here?" The stallion interrupted, bringing her back to where she was.

Luna looked back at the pony and remembered what she was supposed to be doing, but in actuality she had no idea what she was doing here. She remembered that she was supposed to be helping The Doctor understanding his memory problems, but she had no idea how she was supposed to do that. She figured to first figure out where she was, as well as who this pony was standing in front of her. "Excuse us, but who are you and where are we?"

The stallion looked at her and smirked. "I know who I am and where we are, but who are you?" He replied.

"We are Princess Luna, Co-Ruler of Equestria with our sister Princess Celestia in the one thousand and ninth year of her reign." Luna said. "Now who are you?"

"I know who I am but I still don't know who you are." He replied, still smirking as he looked at her with those green eyes of his.

"We just told you who we are, what more information do you need?" She said, thoroughly annoyed at this stallions attitude.

"You are a strange creature aren't you?" He said. "You said 'we', but you only gave me one name. Therefore there must be more of you if you speak of yourself as more than one individual. So my question still stands and because you're the stranger around here, I won't answer any of your questions until you answer mine. Who are you?"

Luna really did not like this stallion one little bit, but she admitted that he was right. "I am Princess Luna." She said finally. "Now tell us who you are and where we are."

He smiled at these words and closed his left eye as he spoke. "I am called Ace, and where we are is quite obvious I would think." He said. "We are standing on a cliff overlooking an ocean of sand with a lovely field of grass under our hooves, with a locked door right next to us."

"Ugh!" Luna groaned as she turned and walked away from the stallion. She had enough of this pony and decided to just figure out where she was on her own.

"Now where exactly do you think you're going?" The stallion said as he followed behind her.

"To find somepony who will help me!" She yelled. "I don't know where I am and I only know that I came here by going through some door. So far the only pony I've met is a rude stallion that won't even give me a straight forward answer. I know I'm supposed to be helping a good friend of mine yet I have no idea what I'm supposed to be doing here in the first place!"

"Well before you decide to go running off on some wild fool's chase miss serious mare; perhaps you should check your mail." The stallion said.

"What?" Luna said, not looking back at him and only walking onward.

"You have a letter for you from somepony, perhaps you know who it is but it's not my business to pry into your personal life." The stallion said.

Luna looked back at the stallion to see him easily keeping pace on three hooves while holding a brown envelope. On it were the words 'To Luna, from The Doctor'. "Let me see." She said, taking the letter from him and opening it to find a piece of paper with The Doctor's hoofwriting on it.

**-Dear Luna, hopefully this letter reaches you because it will mean that you have successfully entered my mind. I have no idea what you will encounter when you are in there, so be prepared for anything, and I do mean ANYTHING. Most likely if you are reading this then either I didn't have time, or I completely forgot to tell you what you'll be doing once you enter my mind, either way this letter will explain what you need to do. My mind is currently trying to put pieces of memory together and trying to tell me something that I have forgotten. You need to find whatever this memory is, and find the whole thing in order for me to completely remember what it is I forgot. I have no idea what you'll encounter in my mind but watch yourself, my mind will most definitely put up defenses to bar your way. I'll try to help you as best I can but in all honesty you'll have to figure out which parts of my mind will be trying to help you and which will be trying to hinder you. Good Luck!-**

"Well that slightly helps me figure out what I'm doing here." Luna said as she wrapped the letter back up.

"Perhaps you're reading it the wrong way." Ace said smugly. "Maybe if you read it upside down or perhaps backward you'll see something that you aren't seeing."

Luna remembered what The Doctor told her about how his mind would be putting up defenses to bar her way, but at the same time his mind would also try to help her. She figured that this stallion was one such part of his mind. However she had no idea if he was trying to help her, or hinder her progress. She guessed that the only way to figure out would be to ask him. On the other hoof she could just always ignore him and simply leave him, that way she wouldn't run the risk of being lied to or betrayed, but at the same time she needed all the help she could get.

"Tell me where I am Ace," She asked him. "and give me a straight answer this time. I want to know where I am exactly."

The stallion looked at her with a mixture of smugness and genuinely impressed at her words. Then he closed his left eye and responded in a tone similar to before but was actually curious. "Well Luna if you must know, we are currently at the sixth highest layer of the kingdom of Up." He said cheerfully. "Above us is the castle of the King of Up, and beneath us are the five lower levels of Up in which the king's subjects and workers reside."

"Very well, then I guess I have to figure out where this memory that The Doctor is asking me to find could possibly be located." She said, turning to walk in the direction she was going before Ace stopped her with the letter. "Thank you, but I must be going now, I have much to do and I have no idea how long it will take me."

Ace chuckled as she left and started following behind her again, not trying to stop her but merely following her as she made her way. "Do you have any idea where you're going little lost mare?" He asked her. "Unless I'm wrong you have no clue as to how to achieve what you're hoping to achieve. You have no idea which way to go and, unless I am wrong you have no clue you can trust, and you certainly can't find anything around here wearing those glasses now can you?"

"What glasses?" Luna asked as they passed by a lonely tree that, for some reason, had mirrors hanging from its branches instead of leaves.

The stallion smiled at Luna as he sped up and ran in front of her to grab one of the mirrors and then turned to let her see her reflection. She immediately saw what he meant by glasses, because sitting right in front of her eyes without her ever knowing was a pair of blue blocker glasses. She widened her eyes and tapped the glasses with her hoof, not knowing that she had ever been wearing glasses the entire time.

"Yes you are wearing glasses my dear Luna, something that is not exactly smiled upon in Up." He said, still smiling as he held the mirror for her to look at. "You see glasses here are not like glasses where you are from. You wear glasses where you are from to see things more clearly. To wear glasses here means to mark an individual as one who is either not mad or refuse to accept their madness. They choose to look like those who are familiar and try to hide themselves under the guise of an ordinary being they want to see."

Luna was still getting used to the idea of not knowing she was wearing glasses the entire time, and only just noticed the words Ace was using. "Madness, what do you mean madness?"

"Madness… isn't that a strange word." The stallion said, dropping the mirror and now circling Luna with a confident smile. "What is madness, is it a state of mind that a being can enter and exit at their free will? Is madness a mental condition that beings suffer when they lose their sanity and cannot regain a sense of who they really are? Or is madness merely a sense of enlightenment that not even religion can give, because nobody believes a mad being when they themselves do not accept their own madness? All are wonderful questions that one has to answer on their own, but here in Up everybody is mad… and if you aren't mad… you are wearing glasses."

"Then I should get rid of these glasses, correct?" Luna asked as she started to take the glasses off.

The moment she moved to take the glasses off the stallion grabbed her hoof and looked at her very seriously. "Luna don't even think of taking those glasses off while you are here… unless you wish to accept your own madness henceforth!" He said very slowly and very clearly. "Those glasses you wear are the only thing keeping you from going mad, from seeing the world around you in eyes that can still be deceived and willing to accept what you wish to see. Remove them and you will have no choice but to see the truth of the world, the truth that everybody hides from their neighbors, friends and family!"

He let go of Luna's hoof and closed both his eyes before opening his left eye. "When one is mad they become privy to discrete motives and details one shows every day of their life. So subtle are these motives that even the ones who make them aren't aware of them, and the only reason we are aware of them is because we are mad and nobody believes a mad being."

Then he opened his right eye and Luna had to do a double take, because while his left eye was still the green she knew his right eye had turned yellow. "The glasses hide you from what you would really see, so unless you wish to accept what is around you don't take those glasses off. Those glasses blind you to the truth, and it is a blindness that many accept and want because of the comforts it offers. Those glasses mark you, and if you remove them you can never put them back on without certain… assistance, and there is almost not a single being in Up who would willingly help you with such a procedure. So I warn you now Princess Luna… don't take off the glasses for now."

Luna nodded slowly to make sure he knew that she understood before he blinked and both eyes returned to their normal green color look. "Now then let's get back to the business you came here for, what is it that you came here looking for?"

"Yes… can you help me… find a certain memory?" She asked nervously, still not sure if he was trying to help her or hinder her.

Ace continued to smile again and gestured at her to follow him. "Very well Luna, I'll take you to the staircase that will take you to the King, but that's as far as I'll go for now." He said.

With no better idea Luna followed the strange stallion. She followed him for a very long time, looking around hoping to see something new but all she saw was and endless field of grass. The stallion led her one way, then led her down another direction, and led her in a third direction. His path was extremely confusing to Luna, all she saw around her was unending field of grass, and she didn't know why he was walking this way. Finally as he took her on a zigzag pattern, she decided to ask him.

"Excuse me but why are we walking this way?" She said. "Why not walk in a straight line, there's nothing but a field of grass and nothing for miles around."

"The same reason you are wearing glasses Luna." Ace said in that smug manner of his. "Because you are wearing glasses and I am not."

Luna sighed and decided to just let him walk on his way, guessing that he saw something she clearly did not see. However after nearly an exhausting hour of walking she finally saw where he was taking her. Further into the distance was what could only be described as, an endless staircase rising higher and higher into the sky. The staircase continued to spiral upward until it pierced the sky and beyond her sight. As she got closer she noticed that the staircase also went down into the ground, but after the first corner she could not see any deeper.

"Welcome Luna to the Endless Staircase!" Ace said cheerfully. 'This is the only way to ascend or descend from one level to another in Up. You want to speak to the king about this memory that you have been sent to find. I wish you good luck."

"Is there some kind of etiquette that I must adhere to when speaking to him?" Luna asked as she tried not to picture herself climbing those stairs.

"Only that you watch your tongue Luna, after all I'm not the one wearing glasses." He said.

"Well it shouldn't take me long to fly up there." Luna said as she tried to extend her wings in preparation for flight, only to find that they weren't working.

"Sorry Luna, but that's not how it works here." Ace said as he chuckled at her attempts to fly. "Staircases are made to be **climbed** not **flown up**, you can't cheat the king in Up. Well, off you go. Conserve your strength and watch your step. It's a looooooong way down… a very, very long way down."

Ace chuckled cheerfully as he walked away, skipping merrily and whistling a tune that she couldn't recognize, leaving Luna to look up at the now very tall staircase that she was preparing to climb on her own, and picturing herself falling a very long way down to the hard surface she was standing on. Taking a very deep breath and looking up, she started climbing the Endless Staircase. Upward she climbed, for ten minutes before she took a glance down and immediately looked back up. Flying had never made her feel this afraid of heights, after all she was able to fly as high as any Pegasus could fly, and she could easily land at her own leisure. However because she was unable to fly here on the Endless Staircase meant that if she missed her step, she would fall for a very long time before she touched the ground again.

She climbed and she climbed, continued to climb that staircase wondering just how high it would go before she reached the top. Each step she climbed seemed to take her more effort to prevent her from looking down, which was starting to get harder with every second and every step. After another thirty minutes she was beginning to feel very lightheaded, and saw clouds fluttering still very far above her, but still there was no sign of this great castle or, wherever this king was said to reside. Luna was undeterred however, and continued to climb the staircase. If this was some kind of trial to keep weak and fool hearted ponies from climbing up to see the king then she was determined to prove her worth.

"To think…" She gasped as she kept climbing. "We gave up… a nice quiet… night of sleep… and lying comfortably… in a warm bed… to come here."

"What is taking you so long?" A voice said cheerfully to her right.

Luna looked, and was so exhausted by climbing that she couldn't even spare the energy to jump in surprise. Ace was somehow keeping pace with her, and not only that, skipping alongside her as though he were taking a nice long and leisurely stroll down a park lane. He was also whistling a merry tune as he skipped next to her with his smug look on his face as she gasped for breath next to him.

"How… are you… so…" Luna tried to say, but she didn't have the energy to spare for talking as she continued to climb the stairs.

"Ah the staircase, yes you probably have noticed it's a very long way up." He said cheerfully. "Well here's a little trick for you to remember, take a look at the ground Luna."

Luna shook her head, knowing that if she looked down she would see how high they were and would lose her balance easily.

"I promise you won't fall Luna, so take a peek at the ground." He said.

Luna gulped, and closed her eyes before turning her head to look down. Then she slowly opened her eyes and stared… at the ground just two feet below her. "What… the…"

"You see Luna, the Endless Staircase gets its name because of the way it confuses your eyes." He said as he jumped off the staircase and watched her gasping for breath. "The trick to climbing this staircase is to forget your climbing a staircase to begin with. Whistle a tune while you walk and forget you are even climbing upward; pretend you are walking in a straight line. Then you will find yourself where you weren't before. Good luck Luna."

He skipped along merrily again and left Luna to gasp for breath and look back up the staircase. _–How can whistling and forgetting about a staircase make me climb it faster?- _She thought to herself as she pictured how big that staircase was. _–Pretending something is smaller than it is doesn't make it any smaller than it really is. Right?-_

She decided to try Ace's suggestion and started whistling a tune her guards once whistled when they were watching over her as she ate her lunch in the gardens. She had liked the tune and so they started whistling it every time she ate her meals in the gardens of the palace. She closed her eyes, and started pretending to walk in a straight line as he suggested. She almost forgot she was climbing a staircase five minutes later when she opened her eyes and found herself staring at… a palace floating seemingly on its own in the sky. She looked down and QUICKLY looked back up and walked toward the palace door at the very top of the staircase.

The palace looked, for all intents and purposes, very similar to the Canterlot Palace except that there were stone chess pieces instead of pony statues. She entered the gate and followed the same route that she would have taken to the Canterlot Palace throne room. She looked around the walls and saw many paintings lining the walls, and none of them were pony… at least in origin. They featured alien creatures… that wore lots of clothing and stood on two legs. Some looked heroic, others looked terrified, and others still looked dangerous. Each painting featured the same… pony… pony because she couldn't think of the species' name.

**(Will you stop admiring the paintings, and stop keeping me waiting!) **A male voice suddenly shouted. The voice came from all sides as though they were all speaking to her. **(I may be a king and be sitting on this throne at the top of the Endless Staircase, but even I have things to do! Get going and hurry up, I haven't got all day!)**

Luna walked faster to the throne room, not wanting to keep this king waiting, especially after the display of his voice being able to reach her all the way from the throne room, if that was indeed where he was waiting for her. She saw the throne room door and quickly slowed down so she could catch her breath and to make as good a presentation as she could. She brushed her mane back as best she could, cleared her throat and knocked on the throne door three times to announce her presence .

"**ENTER!" **The voice said imperiously.

Luna walked through the door and toward the throne where saw the king sitting at the far end of the room. He looked like very much like The Doctor, except his eyes, mane and trappings. The king's mane was pure black, and his eyes were yellow and red, one eye being yellow and the other red. He wore a large heavy cape of lavender and gold. He wore a crown of thorns with roses and lavender flowers decorating it. He was staring at her with a look that told her with just one glance, that she was not welcomed and everything about her he clearly found repulsive.

He tolerated her, but that was the extent of his feelings.

"Greetings your majesty." Luna said as respectfully and gratefully as she could, as she bowed to him and knelt on one knee. "I am Princess Luna of Equestria, and I come to ask for your assistance this day in my quest to help a good friend of mine."

"**Stand Alicorn." **The king said imperiously.

Luna did as he said and stood up to look at him. She probably thoughtit was just her imagination, but for some reason he seemed to be even scarier then she had imagined.

"**You come to me and ask to help you in your quest to help a good friend of yours?" **He asked. **"Do you really think that I would bend knee and help you simply because you asked for it? Do you honestly believe that because HE sent you here that I would assist you in this mission you have undertaken? I don't think you understand your position here little pony!"**

"But… you have to help me; The Doctor is suffering nightmares that he is trying to understand the meanings of." Luna said hastily, trying to convince this king to listen to her plea. "He sent me here because I offered to help him remember a memory that continues to reappear before him each night for the past four nights. His wife is worried about him and…"

"**I am fully aware of his family relations and of course the source of his nightmares!" **The king said in a bored voice, now standing and walking to look at her on eye level. **"The question is not why am I not helping you; it is what do I gain by helping you? I need a better reason then what is currently on the table! You have asked for my help, but WHAT DO I GAIN by helping you?"**

"Well… I uh…" Luna tried to say but the stallion moved closer and stared at her with angry eyes.

"**You glass wearers all think alike, you think that because you may see everything that you know everything!" **He shouted as he paced around her now, never taking his eyes off of her. **"Listen up, you wear glasses because you do not see everything, and because you choose to not see everything then you choose to BLIND yourself the truths of the world. The truths that ponies refuse to accept, the truth that they cannot accept, and the truths that they refuse to believe exist! You think that because you were INVITED in here that I would simply, HELP you? I don't THINK SO!"**

He came back into her line of sight and stared at her one more time, eye to eye. **"I know everything that happens in my kingdom, I am privy to every single piece of knowledge and information that happens in my kingdom!" **He said.** "Nothing happens that I am not aware of, I know full well that you are here searching for a memory that has been plaguing HIM for the last four of his nights. I am fully aware that the reason for his nightmares is because he has forgotten a memory. I have spent the last four nights erasing all traces of that memory, and even though some PIECES still remain, they are insignificant and too sparse for him to recall their entirety. Only I have the last remaining memory, and I will not help you ruin all the work I have spent to make him forget!"**

He turned away and walked away from Luna, not paying her any more attention.** "Leave now, there is nothing more I have to say to you, and I grow tired of talking."**

"BUT YOU HAVE TO HELP!" Luna shouted desperately, this king had the answer she was seeking; she just couldn't turn around and walk away when she was so close to succeeding. "Please you have to help me…"

The stallion turned instantly and raised his hoof to her, and suddenly she felt the air around her grow fainter, and her breathing becoming much harder. Her head was spinning from sudden lack of oxygen and she started choking as her hooves reached instinctively to her throat.

"**Remember your place, PONY!"** He said loudly. **"You are only a Princess out there; in here you are nothing but maggot food! I control everything here in my kingdom; with one hoof I can stop you from breathing. With the other I can control your body and make you turn inside and out. With my own thoughts I can make your blood pour out of your body!"**

"And with your brains you can bore ponies to death." A dull but very familiar voice said suddenly, causing Luna to collapse onto the ground and breath normally again. She looked up as she gasped for breath to see Ace standing behind the King, looking at him with eyes that were both smug and angry at the same time.

"**Ace… when did you get here?"** The king said, looking not so confident or as empirical as he was a moment ago.

"Answer me this before you speak again of matters that you already know of, were you about to harm a guest of his majesty's kingdom?" He said, walking over to Luna and somehow producing a glass of grape juice from nowhere to give her.

She drank the juice and felt strength pour into her limbs.

"**No… of course not Ace… I would never harm a guest, you know that."** He said slowly.

"I know what I know, and I know what I see, if his majesty is indeed as honest as he seems then he would be up for a game as simple as one two three." Ace said confidently, and he took a deep breath and blew out, and all the lights simply vanished.

Moments later the lights turned back on, revealing a large table between Ace and the King, both were seated and staring at each other as they held a couple of playing cards. Luna remembered such a game that she and The Doctor once played with aboard the Tardis with Ditzy during moments of boredom that also used such cards, if she recalled correctly the game was called Poker. Although she never quite understood the rules, she knew that the winner of the game was the one with the best hand. Both the King and Ace had several stacks of differently colored chips, and both had two cards apiece.

"Tell me your majesty, what does it mean to treat a guest of his majesty's kingdom?" Ace said as he picked up three cards and placed them face up on the table from the deck nearby.

The cards read Ace, Queen, and King of Spades.

"**It means to not harm a guest that does not have unreasonable demands."** The king said as he looked at his two cards and placed several chips into the center of the able **"We call!"**

"Raise…" Ace said calmly as he put more chips into the center than was required.

The king looked at his cards than at the card on the table, than took a number of chips and put them in the pile. **"We call then."**

Ace took another card from the deck, and put it next to the three on the table. The card was, Ace of Heart.

The king looked at the cards than at his hand again, and put a large pile of chips into the center of the table. **"I raise my bet… by six hundred."**

Ace looked at the pot and without hesitation, equaled the amount of chips. "I call your bet." He said.

Ace took another card from the deck and flipped it over next to the others. The card read, Queen of Diamonds.

The king looked at his hand again and knocked on the table a few times. **"I check."**

Ace looked at the king and pushed the rest of his chips into the pile, which was a substantial amount. "If the king does not show his courage in the face of adversity or the unknown, how can he expect his subjects to follow his lead? All in…"

The king looked between what was left of his chips, to the cards on the table and in his hooves, than nodded and pushed the rest of his chips into the pile. **"I all in as well… I have a full house, King high with Queen Pair!"**

Ace looked at the three kings and two queens on the table, before he flipped his cards over, revealing his hand. "Four of a kind… Four Aces with King high."

The king looked between the cards and Ace, and glared at Luna as though the reason he had lost was her fault.

"Though it was not your fault we should not wait another minute, forgive me Luna but we must retreat post haste!" Ace said as he took his hoof and swung it at her, causing her to blink.

It felt like a few minutes but the next moment she opened her eyes she was on the ground below the endless staircase. The grass was just as green as it was before, and lying next to her, breathing heavily and covered in sweat was Ace.

"What happened up there?" Luna asked finally. "One moment I was being choked, then I was watching you two play a game… and now were down here?"

Ace stood up, shook his mane and looked at her as cheerfully as before. "Well if you wish to know, here's the simplest answer that can be given." He said. "The king and the ace are two forces fighting in the deck of cards; the king is always the highest card in the stack. However for just brief moments in the game of poker and blackjack, the ace of suit can for brief moments become eleven whereas the king can only equal ten at most. His majesty may rule us all from high above us, yet it is my job to make sure he is kept in check and to humble him constantly to remind him that he is not a deity among us."

Luna nodded in understanding, finally seeing the relationship between this strange pony and that king sitting in the throne. "I see, well can you help me find a way to persuade him to help me." Luna asked him, knowing who her allies here were and who her enemy was. "He said he had the memory that I seek and that he alone has it in its entirety. I need to convince him to give it to me."

"I'm afraid dear Luna that this is the end of the road for you my dear." He said sadly as he turned to walk away. "You see no amount of arguing and pleading will convince him to surrender that memory to you. All you will do is waste your time and perhaps your life, I'm afraid the only path open to you now is to leave and walk away. There is nothing more I can do to convince him to help you, I am merely an Ace and there is nothing more to be seen from me."

"No, this can't be all I can do!" Luna said desperately. Doctor Hooves was counting on her to find that memory, and it was literally right above her head. She HAD to do something to get it!

The moment she gave that outburst, Ace turned and grinned at her. "Yes… there is a way you can get him to give you the memory." He said quietly. "You can force him to submit to you… and give you the memory. Of course in your current state it is impossible… for you are bearing glasses and know not the meaning of madness, whereas he is the king of a maddened mind, and can control everything he sees because of that madness. If you are to contend with his power… you too must descend into madness."

Luna was confused, how could she descend into this madness which the stallion spoke of. "How do we do that?" She asked nervously.

He pointed at her face, more specifically at her glasses. "You must remove them so that you can awaken your madness." He said seriously. "You see Luna, these glasses protect you from madness, but madness can actually be a powerful thing if utilized and understood. Madness… is a helpful state of mind… or it can be a harmful condition… depending on what one thinks of it as, and how well they understand it."

"I can… learn this madness which you speak of?" Luna asked curiously.

"When you understand madness from your perspective… you unlock your own madness Luna." He said quietly. "Of course there is one problem little Luna. I suggest you listen carefully to what I have to say."

Luna listened to him as he circled her just as the king did; only he was not glaring at her but watching her with careful eyes. "Madness can be expressed and understood, but only if you are willing to descend into it." He said slowly and carefully. "Once you descend into madness there is no going back to the way you were, you must accept and embrace your madness and live with it for the rest of your life. The only way to accept your madness and to descend into it is to remove the one barrier that protects you and keeps you 'normal' to other ponies from where you are from."

He stopped in front of her and pointed at her glasses again, but smiling this time as though he knew what she was going to do. "So choose carefully Princess Luna… once you remove those glasses, there is no going back." He said. "If you want to descend and learn just how great your madness can be, how ANYONE'S, ANYPONY'S madness can be, then you must remove the glasses. Only then will you be able to gain the madness, and the resulting wisdom necessary to overcome the king's power over you. But in doing so you will have no choice but to forever accept and embrace your madness, and walk among the ponies you know and realize that they are no longer the same to you as you are no longer the same as them. You must also accept that you can never reveal your madness, for fear of being rejected and shunned by those you know… for only the mad can ever truly understand and accept the mad."

He then somehow… produced a picture of a map showing where they were and where the door was. "Or you can keep the glasses on, and go back to him… and simply tell him that you could not help him and that you did your best." He said seriously. "Nopony will question you and nopony will be angry or upset with you. You can continue to be a normal pony out there, and can continue to reside among those with your madness untapped, and completely ignored. You can continue to be yourself as you are now."

Luna looked at first the map and then looked up at the sky with the Endless Staircase. She weighed her options. First she pictured leaving The Doctor's mind and telling him that she couldn't find the memory. He would accept her answer and proceed to figure out another way, nopony would realize that she was lying. She figured that even her memory would be altered so that she would believe her own lie was genuine, not even she would realize the truth. She could leave right now… all it would take was one step…

"I can't do it…" She said as she moved her hooves to the glasses on her face to take them off.

**/watch?v=O0i6YFrSs6c**

Ace grabbed her hooves before she could touch the glasses and looked at her one last time. "Remember… once you take them off, there is almost nobody here who can help you put them back on." He said as he let her go again. "Only you can take them off, but once you do it is permanent…are you sure you want to descend into madness? There is still time to turn around… and return to where you were. To be like those around you and to be able to walk among others just like you as you are now. Once you take off these glasses however… you take the first step… into madness. There is and will be no going back from that point onwards. Are you prepared to take that step?"

Luna nodded, "Yes I am."

Luna touched the glasses, closed her eyes, and pulled the glasses off of her face. It felt like something was fighting to hold her back, like her own hooves were trying to keep her from taking the glasses off. She felt resistance with each inch she pulled, with each second it felt longer. She felt the tips of the glasses slide across her coat and away from her ears, away from her eyes and inch slowly forward away from her face. Something in the back of her mind cried and begged as she pulled the glasses, as though it were trying to stop her from doing so, but at the same time there came a voice that screamed and skipped with joy as she did so, as though she was doing exactly what she was destined to do all her life!

When the glasses left her face she shook her head and mane, knowing that she had passed the point of no return and she decided that it was time to take the next step in her descent to madness. She opened her eyes to take her first look into a world where she was well and truly mad! Everything… was different… not a single detail looked the same as it was before.

There were colorful trees and there was a vast lake where before there had been nothing but grass. Animals of all shapes and size were here and there among the trees and above them, insects large enough to fit on her back to being so tiny that they vanished in the blink of an eye that she could not even begin to describe fluttered and buzzed this way and that, every tiny, microscopic thing that she could IMAGINE was DIFFERENT!

It was incredible… and at the same time… terrifying.

She looked at the stallion she knew as Ace, and he looked very much the same, but his eyes were both different colors now. One was green, and the other yellow. He nodded at her and smiled at her new look. "Welcome to the club Luna, fringe benefits include a free cup of tea and of course your first lesson in understanding madness." He said as he held out his hoof and took the blue glasses from her. "Since you won't be needing those I will just take them away for now and hold onto them."

He beckoned her to follow him and led her over to a fairly large tree with a very large trunk. Hanging from a tree that had no leaves were instead brushes... and paint, yes she was looking at paint and brushes hanging from a tree that had no leaves. She figured that this was all a part of being mad, and she suddenly realized why he had taken such a strange path to the Endless Staircase, she couldn't even walk ten steps in a straight line in this forest, let alone find the clearest path through it. He took the nearest brush and a tube of black paint and dipped the paint onto the brush.

"Your first lesson in madness, is your perception… let's see if you can see two things from one image."

He took the paintbrush and painted a door and doorknob, complete with depth and shading. "Now Luna, this is where I live." He said, pointing at the doorknob. "Go ahead and open the door for me."

"You're kidding right?" She asked incredulously. "It's just a drawing of… a door and a doorknob… right?"

He smiled as he took a hoof and… turned the doorknob and pushed the door inward, revealing a fairly small and simple looking living space inside. The room was made of drawings and designs of rooms and doors, which she could not figure out. "I go where I please Luna." He said as he led her inside, closing the door behind her. "Now wait here while I grab the pictures."

He left the room by walking… up the wall and into another room on the ceiling, then he came back behind Luna by walking up through the floor and right next to her, carrying three sheets of paper with ink doodles on them.

"Now Luna, I'm going to show you three images, you tell me what you see now thanks to your new sight." He said as he held up the first picture. "What do you see first?"

Luna stared at the picture and saw what looked like an oddly shaped white lamp. "A white lamp." She said.

Ace nodded and pointed at it again. "What else do you see?"

Luna looked closely, and noticed that the image also looked like two white ponies staring at each other and smiling. "Two ponies smiling." She said.

Ace smiled and put the image down and pulled up the second one. "What do you see in this picture?"

Luna looked at the picture and saw, first the image of a handsome stallion staring away from her, and then an ugly looking colt looking at her. She told Ace this and his smile widened as he put the image down and showed her the third and final picture. The final image she saw confused her at first, but then she realized what it was.

"It's a picture of me in two halves, one with glasses and the other not." She said.

"Well done, you pass!" Ace said as he threw the picture on the ground and led the way out of his home.

They went back to the Endless Staircase and Luna saw where she could walk down to descend into the lower levels of Up.

"Luna in order for you to understand how to fight the king on equal footing, you must first descend into the five levels of Up, where you will discover five different levels of Madness." He said seriously again. "The level below us contains the Memory Factory and the surrounding city of Memoirs, where all the memories **he **experiences are stored and examined. Below that level is the city Opera Phantom Theatre, which lies in the outskirts of the city of Fantasia. The next level is the residence of the Duke of Lust; his domain is the castle of Toradorapora. The next two levels are the slum districts of Low Life's and Scum Bags, where the light of Up almost never reaches and all hope for better life has vanished. By the end of your journey you will have located a total of five keys, which will unlock the safe containing the unaltered memory you seek, this safe resides in the hooves of the king above us. Once you make it through all five levels of Lower Up, you will be ready to face the king with your newfound understanding of madness, and then not even the king will be a match for you."

He turned around in a circle and produced a large ring which he wrapped around her neck. "This ring will allow you to carry the keys with you at all times when you find them, and because we are all mad nobody will think anything strange of your fashion statement. I will also be following you in your shadow, so as to guide you and point you in the right way. Good Luck Luna."

Then ace walked around her one final time, and vanished as though he had fallen through the ground. She looked at her shadow and noticed a yellow spot where her eye would be if her shadow had eyes. Then she turned to the Endless Staircase and proceeded to walk down the staircase, knowing that from this moment onward, she would never be the same again.

She would come out of The Doctor's mind, a mad pony.


	4. Chapter 3 - The City of Memory

Chapter 3 – The City of Memory

"Exactly how much longer is it before we reach the next level?" Luna asked as she rounded the hundredth torch as she descended the Endless Staircase.

"**What are you so in a rush to do Luna?" **Ace said jokingly in her shadow, his yellow eye watching her constantly as she walked down the stairs.

"I'm just saying that I have been walking down this staircase constantly for the past thirty minutes." She said in a bored voice. "You keep saying that the Memory Factory is right below us yet every time I turn a corner there are more and more torches. How much further is it before we reach Memoirs?"

"**Patience Luna, you must learn the value of being patient." **He said, and she swore that he was smiling as she spoke to him. **"After all just because it's a long way to the city doesn't mean we'll reach it any faster if we walk than we would if we ran. Slow and steady wins the race, the tortoise always beats the hare and the clouds drift faster than the storm that they bring."**

"I think you just like hearing yourself talk." Luna said as she looked back up and focused on walking down the stairs.

"**Whatever gave you that impression?" **Ace said heartily.

It had only been maybe a full hour since she had removed her glasses and accepted her destiny in becoming a mad mare, and in that time she had gained no new insight and no sudden burst of wisdom beyond even her sister's years as Ace had promised her. However she did learn one thing about The Doctor's mind so far, he really did like to hear himself talk. For the past ten minutes Ace had babbled on and on about inconsequential topics like, what was it like to have a horn AND wings, as though that was the most important thing they could be talking about at the moment.

Once she finished telling him that she had no opinion about what it was like to have a horn and wings, other than she liked having them, he asked her about her mane and questioned how she got it to flow the way she did. Finally after a good five minutes she just ignored his questions and continued to walk down the staircase, although now after his little chat with her she saw a reason for his rambling. If they were going to have to walk for a long time, they might as well have something to talk about.

She decided to take his example and ask him a question, but this time asked him in her traditional Canterlot tongue.

"Tell us Ace, why dost thou choose to hide in our shadow instead of walk alongside us as we descend into the lower levels of the city?" She asked him, looking at the yellow eye in her shadow that told her where he was looking.

"**In truth Luna, I am hiding in your shadow for a very simple reason."** He said, and his eye looked at her in a grin, although how he managed to do that was beyond her mind. **"You see Luna, I am forever banished from crossing below the sixth level of Up by order of his majesty the king. By his command I cannot descend the staircase as you did, so the only way I can go down the stairs with you is to be your shadow. Does that answer satisfy your curiosity?"**

"You were banished?" Luna asked, shocked that such a thing could happen to a stallion of his capabilities. "How did that happen?"

"**You are a curious mare aren't you?" **He said cheerfully. **"Still to answer you, the reason I was banished is because I humbled our king during the second year of **_**his**_** life. The king had wanted to remove all evidence of certain memories involving a specific creature in **_**his **_**life. Naturally, I opposed the idea of destroying so many wonderful memories. I humbled him and for my services, he banished me, never permitting me to descend below the sixth level of Up, however he still does allow me to ascend to the seventh and final level due to my station and standing among his subjects."**

"How long…" She dared to ask, but he seemed to have anticipated this question and answered before she could finish.

"**Long enough to know that compared to me you are a newborn, so don't ask how old I am." **He said. **"The cardinal rule states that you never ask a lady her age, but if I were you I would respect your elders and respect my wish to not tell you my age. I was here at the beginning and I will remain until **_**he**_** goes insane… which I hope never happens."**

"What is the difference between insanity and madness, aren't they the same thing?"

"**Insanity is a condition of one's madness when it has gotten out of control. Insanity drives you to make decisions that you would never make if you were calmer and were aware of your surroundings, which is why madness is so feared and misunderstood. When one is mad they are able to see things that nobody else sees, and understand things nobody else can. How far you go into madness depends on your own willingness to embrace it; of course you must be careful when going too deeply into your madness. For once you cross the border of madness and insanity, there is no going back… you will lose your mind until you are nothing but a raving mad pony."**

Luna had nothing to say to that little statement, so she continued to walk in silence and absorb that little piece of information. So far she had learned that while madness could be a good thing, it really had its downsides, a lot of them from her perspective. Wanting a change of topics to pass the time she spoke up on something she had been curious about because so far she had only seen two individuals in The Doctor's mind.

"So… these subjects you speak of, how many are there?" Luna asked.

"**Below the sixth level are ALL of his subjects, there are no others besides me and the king on sixth or seventh level." **He said as they continued to walk down the stairs. **"As for how many there are in the kingdom, do you honestly expect me to keep track of every individual?"**

"Wait… you're all alone up there?" Luna asked incredulously. "You and the king are all alone up there, while all of his subjects are down here? How long have you been alone in that forest with nopony to talk to except for a… mad king who also sits alone in that palace?"

"**Yes." **He said as though it were a normal thing. **"I used to go down into the lower levels to have fun and talk to some friends of mine, but ever since my banishment I have had no choice but to sit, twirl my hooves and have one sided conversations with the trees and clouds. It's very boring and all but you get used to it. On the plus side I learned that trees are very slow to talk, took me about six days just to get one tree to say hello to me."**

"Well at least your banishment is better than mine was." Luna said in a matter of fact tone. "I was forced to wait on the moon for a thousand long years. You at least have a beautiful forest full of life and wonders to reside in."

"**It only looks that way because you saw it for ten minutes at most, after a very long time it gets very dull and boring." **He said, no longer sounding as smug or cheerful as before. **"Now do you understand why I am talking to you so much?"**

Luna nodded as she felt a sort of kindred connection with Ace as he hid in her shadow. He too had been banished from a world he was familiar with, not permitted to even talk to another pony like himself. However his torture was much worse when compared to hers, while she had been imprisoned on the moon for a thousand years, he was banished from simply walking down a staircase. He was the only residence of his level, and for the rest of his life he cannot walk among others.

She couldn't help but feel pity for him.

"**Oh don't feel sorry for me, I said I am banished from descending the staircase to the lower levels from the sixth level." **Ace said smugly. **"However once we get to the fifth level I will be free to descend the staircase and ascend it at my leisure. I love loopholes, don't you?"**

"Loopholes?"

Ace sighed as his yellow eye vanished momentarily before reappearing again. **"You and I have a lot of work to do."**

Luna continued to walk for several more minutes before Ace spoke up again.

"**Luna close your eyes for a few minutes."** He said suddenly.

"Why?" She asked nervously.

"**Because if you don't you're going to be temporarily blinded by the light, and you might accidentally fall down." **He said dully. **"I'm sure you realize that because you are on the staircase you can't fly, so a very long fall might be excruciatingly painful for you."**

She nodded, knowing that he was serious and closed her eyes. She slowly continued walking down and a few steps later her eyelids were bathed in light. She let her eyes adjust to the light for a good five minutes before opening them.

"**Welcome Luna, to the city of Memoirs."** Ace said proudly as Luna looked at the vast city below her.

The city of Memoirs was vast, so much larger than any city she had ever seen before or even believed could extend, it seemed to stretch into the distance beyond the horizon. Although she figured that the city would indeed spread so far into the distance, and it wouldn't surprise her if it went even further. There wasn't also just a bunch of houses either, right below her, though it was actually much farther, was a massive building that was at least fifty times the size of even the largest house in the city. It was so large that Canterlot alone could have fit inside the factory ten times, and still had enough room for an extra palace or two. The city surrounded the building, which she figured was the Memory Factory that Ace spoke of. The Factory had a spire which was expunging a strange white substance similar to smoke into the air, and that substance was constantly being blown this way and that way by the wind, taking the shapes of clouds.

"Amazing…" Luna whispered as she watched a cloud from the factory's pillar float toward the staircase.

"**Can we please move along Luna?" **Ace said dully. **"As much as I enjoy sightseeing, your shadow isn't exactly as solid on these stairs down here as it was with all the torches up there in the cave. I would really appreciate it if you could descend these stairs as quickly as possible."**

Luna looked down at the stairs and noticed that her shadow was indeed less prominent because of so many sources of light. She could only see the outline of her shadow, and his yellow eye. "Of course, sorry." She said quickly as she began to walk down the stairs at a slightly faster pace. "While we walk, would you perhaps give us a small explanation of this city so that we will be familiar with it when we arrive?"

"**Alright, let's see where do I begin?" **Ace said to himself as she continued walking down the stairs.** "During the first days of **_**his**_** madness, the city of memoirs was created around the Memory Factory, so that we may provide the necessary bodies to work and store the memories that have been formed and collected throughout the ages. The factory itself is the main storage facility for memories, and has been since I was created. Not a single memory that exists here or below, that has ever been stored and remembered without passing through the factory at one point. There has only ever been one being in the city of Memoirs that has ever controlled the factory. Rogar, the one of fifty eyes, he's an old friend of mine and has been since the day he took on the job of Director."**

"Will he help us in our quest to increase the strength of my madness?" Luna asked as she watched a cloud float by her as they descended further down the staircase.

"**Well he MAY help you Luna, depending on how you treat him." **He said. **"The last time I saw him he was in a different shape than what you and I are, almost all of his majesty's subjects will have assumed the new form by now, but still I do not know how he will look or how he will act to you. Perhaps he may be hostile, or he may be friendly. After so many days and nights of observing, recording, storing and retrieving memories for his majesty I have no idea how he will ever act. Although he still does owe me a favor or two, so you have that in your favor at least, we can perhaps get him to help you."**

Luna nodded and decided to focus on climbing down the stairs, whistling the tune she had sung earlier while climbing to the king's castle. After twenty minutes of singing she finally reached the bottom of the staircase and found herself getting off in what appeared to be some kind of station to climb or descend the Endless Staircase, but it was completely devoid of ponies. She looked at her shadow to see if Ace was still there, but he was gone.

"It's finally good to be back here in Memoir!" Ace said to her right as he stretched his neck and hooves. "Thank you Luna, you have no idea how glad it feels for me to be able to walk down here again!"

"Our pleasure… we hope…" Luna said as she started walking from the empty station toward what she hoped was a busy street. "Now which way is it to the factory?"

"Well you saw how big the factory looked from the staircase didn't you; wouldn't logic suggest that all you had to do was find the biggest building and walk toward it?" He said smugly as he followed behind her.

"Don't even talk to us about logic at this point." Luna said as she looked back and glared toward the stallion, annoyed at the way he was toying with his words to make fun of her. "After convincing us to remove the glasses and accepting madness, don't start talking about logic and sensible decisions in such a joking manner. We gave up our old way of thinking to learn the ways of madness, don't even dare talk to us about what is logical."

Ace smirked at her and winked first his left then right eye at her. "As you wish." He said.

They walked out into a very busy street jam packed full of ponies carrying bags and wearing strange clothes that covered most of their bodies and even their hooves. They bore similar resemblance to the clothes in the paintings that lined the king's palace, however these clothes were definitely not designed to be worn by whatever species was in those paintings. These ponies walked up and down the streets going about their business, none of them wore glasses, although some of them had deep indented markings around their eyes as though they had once worn glasses heavily.

Once she walked into the street all the nearby ponies watched her with sudden interest, mostly focusing on her eyes as they whispered among themselves and pointed at her. The mares looked at her with shocked expressions as they pointed at her coat and mane, the stallions however talked among themselves and couldn't stop looking at her with their eyes while smiling and talking animatedly with their fellow stallions.

"What are they all whispering and pointing at me for?" Luna whispered to Ace.

"Well isn't it obvious, they are looking at you and talking about you." Ace whispered from her right.

"I don't get it, what's so strange about me?" She said, turning to look at him and only just noticing that he was wearing the same style of clothes that the other ponies were wearing, a heavy dark brown coat and strange brown leggings. "Where did you get those clothes?"

"Honestly Luna you ask too many questions from me, isn't it obvious that while you were busy looking around at the ponies I went to get myself something to wear so I wouldn't appear indecent?" He said jokingly. "As for what is so strange about you Luna, well isn't it obvious when you compare them to you? You're naked!"

Luna looked at the ponies around her and noticed that every single one of them were wearing clothes of some type, whereas she wasn't wearing anything besides the small neck tie which bore her cutie mark and the ring Ace gave her to put keys on when she found them. "What's wrong with my attire?" She asked nervously. "Most of our kingdom's subjects don't go around wearing clothes unless it is for a formal occasion. We are perfectly presentable by Equestrian standards!"

Ace merely stared at her with an ever growing grin on his face as the number of ponies staring at Luna grew larger and larger, and now stallions were calling out jeers and whistling at her. "Luna… you are a naked mare here, your rump and legs are all showing as well as your hooves and wings." He said as he pulled out a large cloak from behind him. "Unless you want half the stallions of Memoir to be following us trying to violate you because of your kingdom's 'presentable attire', I suggest you heed these four very simple and easy to understand words. Put… on… this… cloak! Of course it's your choice if you want to show your flank off to every stallion in Memoir while we walk for perhaps an hour or more to the Memory Factory, don't let my words influence your decision in any way."

Luna took one glance at all the ponies staring at her and quickly made up her mind, taking the cloak and wrapping it around herself, covering up as much of her body as she could not counting her head. As soon as she put the cloak on all the stallions started booing and laughing hysterically as Luna suddenly felt embarrassed at having to wear a cloak just to appear somewhat descent.

"What does any of this have to do with learning the ways of Madness?" Luna asked quietly as all the ponies started to leave the area while still laughing and pointing at her.

"Oh the whole clothes thing?" Ace said as he beckoned her to walk behind him along the street. "Well let me ask you something Luna, where you are from how many ponies walk around wearing clothes that cover up everything about them?"

"Almost none of us, unless it is a formal occasion in which mares wear special dresses and the stallions wear suits." Luna said, ignoring the stallions who were still watching her with very eager eyes.

"Exactly, none of them wear clothes unless the situation calls for it!" He said as he turned a corner and led her into an even busier street. "Thus the reason why you wear the clothes for the situation, if you don't wear the appropriate attire for the occasion everypony stares at you. The same rule applies here; you have to fit in with the crowd if you wish to avoid being noticed. If everypony here knew you were wearing glasses they would avoid you, thus you don't wear them, and if you don't wear clothes then they all stare and look at you. Out there you must learn to keep your madness disguised and share it only with other mad ponies, for if you admit it to all they will all shun you and avoid you as much as possible. Do you understand now?"

"Yes I suppose when you put it that way… I do understand why I must keep my madness hidden."

Luna figured that she would have to avoid revealing her madness to ponies in her kingdom, even her sister could never find out the truth of what she was now, but she never imagined that it would be like THIS, having to pretend to be something she wasn't just to conceal her madness from ponies that respected and admired her. All to maintain an appearance that wasn't true.

Was the act of removing her glasses really worth all of this trouble and deception? Was going mad the right decision? These questions and others swam through her mind as she followed Ace through the city of Memoir as he and she looked around for a sign of the factory. Then after a few minutes he stopped outside of what appeared to be a restaurant of some kind and walked inside.

"How can you think of food right now?" Luna asked incredulously as she followed behind him, not wanting to wander Memoir on her own wearing nothing but that cloak and running the risk of getting lost. "We're here to get to the Memory Factory, not chow down on some food while touring the city!"

"Luna there is always a reason to my madness, lest you forget whom it is that you're talking to." He said as he walked over to a table for two and pulled the chair out for her to sit on. "Just sit down and let me order something for you and me to eat."

Luna eyed the seat with apprehension before sitting down, using her cloak to conceal as much of her as she could while sitting. After a few minutes of waiting a waiter took their order and came back with a small bowl of blueberry and carrot soup for Luna, and a stick of hardened bread for Ace. She eyed the stick of hardened bread as she ate her soup.

"No you can't have any of my bread." He said to her as she continued to finish eating her soup.

"Why would somepony want a stick of hardened bread is beyond me." She said in response. "You can't even eat it, why did you order it in the first place?"

"You'll understand soon enough." Ace whispered as Luna finished her soup and a waiter took the bowl away, leaving a bill behind for them to pay.

She glanced at the bill and had to blink several times to make sure her eyes were working properly. The Bill read…

-1 SOB, 1 BOS, 0 ID10T'S, Price 1 MOMQ-

"Uh… can you translate that?" Luna asked Ace as he picked up the bill.

"Of course I can, can't you?" He said smugly, as he glanced at the bill and put it back on the table. "It reads 'One Stick of Bread, One Bowl of Soup, and Zero Idiot's for the price of One Memory of Modest Quality', I think that's pretty plain and simple don't you agree?"

"One memory of Modest Quality?" Luna asked, wondering what kind of currency was that.

"Oh that's right you have no idea still do you?" He said, no longer sounding so smug. "Let me demonstrate how currency works in Memoir."

He took his hoof to his head and closed his eyes; seconds later pulled his hoof away only now his hoof was holding some kind of golden string which he placed on the bill. "Behold Luna, the currency of Memoir… our very memories." He whispered as he glanced at the golden string before getting up to leave.

"Wait, you trade your own MEMORIES for food?" She asked incredibly. "Why would you do something like that?"

"Because my silly mad mare, memories are the only thing of true value. Why would we use coins or paper bills that anypony can easily make and stamp on a daily basis? In an hour I can make a million paper bits that are worth a trillion gold bits, but if the gold bits never increase in number to match their paper counterparts than the paper counterparts are worth less and less with each one made. Memories however, will always be worth something because each pony see's and experiences something completely different from another pony, and their value can always be equally weighed and are evenly distributed among the population of Memoir. You can't mess with memories or lie about them, they are the perfect currency!"

Ace looked at her with his grin again, only it was a much more serious grin than his usual funny grin. "Of course because of their value, there is a terrible price we each pay for trading in memories for goods and services. You guessed right that when I gave my memory away, I lost that memory forever. I don't even remember what type of memory I gave them. Was it the memory of my first love? Was it the memory of my first trip to the Memory Factory? Was it this morning when I first met you? I don't know which memory I gave them because I don't remember the memory anymore."

He looked away as he led the way down the street and turned into an alleyway that connected the street they were on to another street. "Ah, now I remember which way to go to the factory!" He said as he ran ahead of Luna. "It's still a good half hour walk to the factory, but it shouldn't take us too long. As long as we don't…"

Luna didn't hear the rest of what he was saying because she was suddenly tackled by a stallion from behind. She barely had time to roll back onto her feet before the stallion was on her again and trying to wrap his hooves around her. In desperation and fear for her safety she used magic for the first time since she entered The Doctor's mind, and pushed the stallion away from her. He was flung away from her and thrown into a pile of garbage. Once she was back on her hooves and calmed her breathing she rewrapped the cloak around her and took a good look at her attacker.

The stallion was barely taller than he was, had light brown coat and a blue mane, wore a heavy black coat and leggings and was looking at her with a smile on his face. "You really are a feisty mare aren't you?" He whispered as he stood up and shook his mane clean of dirt.

"GET AWAY FROM US!" Luna shouted as she used her magic again to levitate more garbage and throw it at him.

The stallion however let the garbage hit him and proceeded to walk toward her, still smiling as he watched her with hungry eyes. "Just make it easy on yourself and submit to me, I promise I'll treat you nicely if you come along quietly with me!" He said confidently as the distance between them shrank. "Just… let me…"

He barely said the last word before Ace was standing right next to him, holding the hardened bread over him before smacking him as hard as he could with it. The stallion was knocked out cold, and the bread smashed open revealing several colorfully wrapped pieces of candy. Ace dropped the broken piece of his bread and picked up the pieces of candy, opening them up and eating them happily. "And that," He said to Luna, "is why I got the bread. Hardened bread always has the best candy inside of it. Not only do I get a delicious treat out of it, but I get to smack some stupid stallion for trying to hurt you."

"You got a loaf of hardened bread just to smack an attacker over the head with it, because it had SNACKS?" Luna asked angrily as she backed away from the stallion. "I was about to be fillynapped, and all you can think of doing right now is SNACKING?"

Ace calmly finished his snack before picking up one end of the bread and pointing it at Luna. "You just got rid of your glasses no more than two hours ago, in a society of ponies which revolves around us not having glasses." He said seriously. "The more time there is between you as you are now and the time you removed your glasses, the more beautiful your aura is and the more beautiful you are to the male members of this society. You may not realize it yet, but the ratio between males and females here is one for every fifteen. That means right now you are the MOST attractive creature in all of Up."

He looked at her with a look in his eyes that told her that he was being VERY serious, and if she didn't pay attention than it was her own undoing. "Can you comprehend that ratio, for every MARE there are fifteen STALLIONS lined up trying to get her for their own? Now where you are from the ratio is different so it's not a big deal, but here you might as well have a spotlight on you saying 'I am single and just lost my glasses, come get me boys', and unlike me these idiots won't hesitate to try and steal you away. Now I knew what to expect from Memoir because I know how things are down here, you do not. You may disapprove of my method for teaching but you will remember this lesson, madness is a state of mind Luna. Don't forget it!"

He threw the bread away and looked back at Luna, his usual grin and confident attitude back in place. "Now then Luna, what did you learn from my little lesson involving the smacking of that stallion over the head with a piece of hardened bread?" He asked her. "Surely you figured it out by now!"

Luna thought he was crazy, asking her if she learned something while being attacked by a stallion. She wasn't happy at his teaching methods, and at the moment she was half considering just taking her luck and figuring everything out on her own. Still she figured that this was all a part of being mad, so she tried to figure out what the lesson was. She decided to think about it while walking, and led the way from the ally and just walked in a random direction with Ace following behind her in the busy street.

After ten minutes of thinking, she came up with an answer that she hoped was correct. "Madness always comes at a price, and that price is sometimes paid in the pain and suffering of others?"

Ace chuckled and shook his head. "Nope, the lesson was don't judge a book by its cover. You never know what is inside hardened bread until you smack it open and find out."

Luna shook her head in disbelief, not sure if she would EVER understand even a tenth of what this stallion was thinking. Then she realized something that made her stand still. She had just used her magic, why didn't she just FLY to the factory? She said this to Ace who grinned in response, and shook his head slowly.

"You still need to learn one more thing before we get to the factory little pony." He said cheerfully as he followed Luna still. "I think you should be learning it anytime soon."

"Hey you!" A voice called out suddenly, causing Luna and Ace to turn around and see a stallion wearing fancy clothes and a large top hat walking toward them. "Are you this young beauties stallion?"

Ace smiled at the fancy stallion and merely glanced at Luna before he said, "No, I am merely her tutor and guide here in the city of Memoir."

The stallion smirked at this and turned to stare at Luna with greedy but kind eyes. "Then perhaps you wouldn't mind if I asked her out for a lovely time in town?"

"Excuse US?!" Luna yelled, drawing everypony's attention to them.

Ace started giggling at these words, giggling so hard that he could be heard from across the street. "I think… what he means to say… is that he wants… to take you as his mate!" He said through his laughter.

"Well he can find himself another mare because I'm not interested!" Luna shouted as she turned and walked away, Ace followed behind her still giggled like a maniac, but apparently the stallion did not seem to take the hint because he was following her while maintaining a set distance.

"Are you sure, I'm a Noble here in this section of the city." He bragged out loud, causing everypony to watch them.

"Will you leave me alone?" Luna called out, but still that stallion didn't listen.

Finally Ace stopped walking and turned to face the Noble with his confident grin. "You don't take 'no' for an answer now do you?" He said, causing the stallion and Luna to stop as well.

"Of course, why should I take 'no' for an answer?" The Noble asked. "I am the wealthiest stallion around with the largest collection of _his_ memories, including memories from the first and second! I can have any mare I want, and I find myself wanting her, so why shouldn't I have her?"

"Because Sir Noble, you are harassing a young mare who clearly wants nothing to do with you." Ace said politely. "So what say you do the noble thing and leave her alone, find yourself another beauty that catches your eye. I really don't want to have to bother myself with rushing her out of here because it really is tiring going halfway across the city."

"If you intend to stand in my way than you will have to face me in combat, I challenge you to Mind over Aura!" He yelled, causing all the ponies watching them to stand back in gasps and looks of shock.

Ace shook his head in amazement before glancing back at Luna. "Well, if I must then I must." He whispered as he winked at her. "As your tutor I shall protect your honor and fight this idiot."

"Yay, my hero." Luna whispered in an undertone as she rolled her eyes. _–Honestly what did I get myself into when I told The Doctor I'd help him find his memory? I knew this would be difficult but this is just plain ridiculous!-_

She would have indulged in more creative thoughts but everypony gasped and cried in amazement at that point, and Luna looked up to see the noble breathing heavily and kneeling on the ground while staring at Ace as though the task was taking every ounce of his strength. In contrast Ace was calmly standing and staring at the noble, looking as though he were listening to the birds chirping on a quiet day in the park. A second later the noble had collapsed onto the ground, still trying to keep his eyes focused on Ace and breathing so hard and so rapidly that it looked like he was choking on his own breath, while ace merely smiled and continued to look down at the noble. Finally the noble blinked and shouted that he surrendered, and ace shook his head to get some of his mane out of his eyes.

"Now get out of here, and remember this little lesson in being humbled." Ace said, and watched as the noble nodded and stood up to run in the opposite direction of him and Luna, eliciting many laughed and jeers from all the spectating ponies.

Luna looked around at all the spectator's and noticed that, while all the stallions were nodding with impressed looks toward Ace, all the mares were focusing on him with the same kind of eyes that the stallions had displayed for Luna when they first saw her 'naked'. Ace turned to Luna and beckoned her to follow him, and two minutes later left the scene of the fight far behind them.

"What was that all about?" Luna asked quickly. "What happened back there, a moment ago that noble acted all tough, then he's on the ground and running with his tail between his hooves?"

Ace grinned at her, as usual, and explained that Mind over Aura was similar to something that _he_ used which was called Mind over Matter. "Mind over Aura is a technique upper-class citizens of Up use to settle disputes or stake claims involving property or rights to mate with specific individuals." He explained as they walked into a small tavern to pick up a drink for him. "It involves us displaying the strength of our madness, and our inner knowledge of what it means to be mad, as we try to outwit and confuse the other competitor. Needless to say he was fairly good, and against another noble he might have won, but against me his fate was sealed."

"I see… so madness can also be used to fight off those attempting to gain dominance over us?" Luna asked.

"Yes, when you are so mad that you can see a bed made entirely of thorns and actually see it as comfortable, than you have truly gotten to the point that nopony can outwit you in a battle of the minds." He said as he ordered a glass of water and paid for it with yet another memory from his mind. "In any case, as annoying as that situation was we finally reached the spot I wanted us to be in, we should be hearing it any moment now."

"Hearing what?" Luna asked, not exactly enthusiastic for more of Ace's surprises.

No less than one minute later, a huge cry came up from one of the tables across the room. "I GOT THE JOB!" A stallion wearing beige clothes shouted happily as he waved a small white piece of paper enthusiastically. "I GOT THE JOB AS A MEMORY KEEPER!"

All the ponies who were sipping their drinks or talking among each other broke out in applause as the stallion waved the white paper with an official looking seal on it for all of them to see. Luna tried to read it but the language was so foreign that she couldn't even hope to figure out its meaning. However from what the stallion was saying as he jumped out of his seat and showed everypony who wanted to read it, apparently he had just gotten a very exclusive job that he had been hoping to get, and apparently it was a job that they were all envious of if the looks on all of their faces were anything to go by. He sped out of the tavern and ran out of sight, and moments after he left Ace got up and told Luna that they could leave for the factory now.

"That was what you wanted me to see?" Luna asked, wondering how he knew where to be right when it would happen.

"But of course, was it really so obvious?" Ace said as he led Luna out of the tavern. "The most obvious of clues are sometimes the loudest, everyone and everything tries to find the path they need to take by looking high and low, with eyes and nose they give little thought to what their ears might hear. The best of clues are sometimes seen and always heard, remember this little tip Luna, no matter where you are or where you go, whatever you see or whatever you do, listen to what your ears and heart tell you must be heard. For often those two are more correct than what eyes and nose tell you."

"If you want to go to the Memory Factory you can take to the air and find it yourself." Ace said as he eyed a store across the street which featured hats. "I'll catch up with you later so don't worry about waiting on me. As for your cloak I would recommend taking it off to let your wings stretch, don't worry about modesty when you reach the factory. My friend doesn't give a crap about clothing because… well you'll find out when we get there. Have a safe flight."

Luna nodded as she removed the cloak and bundled it up so she could carry it while flying, and seconds later before anypony could see her without the cloak she took to the air and felt the wind breeze through her wing feathers. She rose high above the houses and only had to shift her glace slightly to spot the factory.

It was enormous, much larger now that she was on the ground and could get a better glimpse of it. However it was still a long way away from where she was because it looked like it was still a good mile or more if the number of houses between her and it were anything to judge by. "I have a feeling that I am going to be exhausted by the time this is over." She whispered as she turned and started flying toward her destination. "To think I could be lying comfortably in bed, fast asleep with my sister at this very moment. I must have been mad to offer The Doctor my assistance in helping him search his mind for his memory."

She chuckled at her little statement, realizing how true it was now. "Well I guess I am mad."

Her flight to the factory was exhausting; it took her almost an hour just to reach the building. Despite how close it looked, it was actually MUCH farther away than she imagined, and she had imagined the distance to be quite large. She put it into perspective by realizing that even though an hour of flying hard and heavily had brought her halfway toward the factory it was still just as big as it was before. The one good thing about her flying was that she was well away from the citizens of Memoir to bother her, and she intended to keep it that way until she reached the factory.

"Surely…" She panted as she stopped on a rooftop to catch her breath. "There must… be somepony… who can… help me learn… about madness… in there!"

After she finished catching her breath she took to the air again and continued her flight to the factory. While she was grateful for Ace's… assistance in helping her learn madness, she wasn't pinning all of her hopes on him to show her the way. She still had no real idea if he was really helping her because of genuine willingness to help a pony in need of it, or if he had some ulterior motive. After all he used her to slip past the conditions of his banishment and descend to the place where he was not permitted to go.

Whichever way she looked at it there was one simple outcome, he was only her ally as long as she gave him a way to proceed further down. The king was clearly hostile toward her, while he was merely passively on her side, and so far none of the citizens of this kingdom were willing to even look at her as anything besides a mare. Of the ponies that approached her only two stallions paid her so much attention, one had tried to force her to submit to him, and the other tried to claim her in combat, albeit indirect combat. Ace clearly protected her, but only because he still obviously needed her, what for she didn't know.

The lines were still unclear, her friends and foes all looked the same here in The Doctor's mind. She remembered his letter, telling her that he would try to help her however he could, but even though he was trying to help her his mind was also going to try and stop her. Hours ago she pictured the king as the hostile party that didn't want her to make any progress, while Ace was her ally that genuinely wanted to help her and had her best interests at heart, but now after the little displays in Memoir, she wasn't sure anymore.

"Guess I'll figure it out eventually." Luna said as she continued to fly toward the factory.

After another hour of hard flying, she reached the factory outskirts. It was massive, that was all she could describe it as. The factory was a single massive building that seemed to stretch forever, and ever. She came in for a landing and saw that, somehow Ace was standing there waiting for her to join him, and wearing several hats. She also noticed that he was standing near a door, which she figured was the entrance into the factory.

"How… did?" She gasped as she landed heavily next to him.

"I walked, isn't it obvious?" Ace smirked as he pointed at his collection of hats that were stacked on top of each other. "Now tell me, what do you think of my hats, I want your honest opinion!"

"Charming…" Luna said as she put the cloak back on and walked over to the door to knock. "Now can we… please get inside so we can find your friend?"

Ace giggled as she walked to the door before he replied. "Of course we can, but may I ask why you are walking toward the garbage shoot?"

Luna looked at the 'door' before backing away, slightly embarrassed. "Well where is the door?"

Ace pointed to his left at a giant stone door, so large that Luna would have had to fly higher than she had ever flown before JUST to reach the top of it. "How… who… who WORKS here?" She yelled as she realized the full scope of the doorway.

"My friend, you'll meet him soon enough." Ace said as he walked over to the stone door and tapped it several times.

They waited for a few minutes, then a small hole appeared and a glass eye on some kind of wire came out and stared at them. **(For the last time, Applications are not accepted beyond the first week of the second day in the fifth hour of the twenty second month during the full moon of the setting sun while the yellow cloud is touching the purple sky!) **A mechanical voice said.

Luna looked between the eye and Ace for an explanation. "He means Tuesday." Ace said as he walked to the eye and stared at it. "Will you shut up and let us in, it's the fifth hour of the second week during the seventh month of the purple cloud while the silver rain drops and my hooves are getting tired of walking."

The eye blinked rapidly and looked between him and Luna before… smiling in the only way an eye could smile. **(Oh… it's YOU, come in come in my friend!) **The voice called out cheerfully. **(Why didn't you tell me it was you, and look you brought a visitor, oh my goodness what fun this is going to be! So you finally decided to get down that blasted staircase did you? Well I have to say it's about time you decided to pay me a visit, but enough talk this isn't appropriate for a conversation. Come on inside I'll open the door for you!)**

The mechanical eye retracted back into the wall and the massive stone doors opened seemingly on their own, rattling and rolling sideways as metal gears and heavy chain ropes moved them aside to allow Luna and Ace into the massive factory. Ace nodded at Luna and indicated that she should go in first. She gulped and nodded and led the way into the massive Memory Factory, not knowing if she would find the first of five keys she needed to unlock the box held by the king, or if she would come out of this factory still thinking the way she does.


	5. Chapter 4 - Memory Keepers

Chapter 4 – Memory Keepers

Luna followed Ace into the Memory Factory in the city of Memoir and felt incredibly small as she walked through the 'front entrance' to the front desk. The front entrance of the factory took them at least fifteen minutes of walking to reach the front desk, and the front desk looked like it could have passed as a massive palace, or even a mansion! Everything was spectacularly huge, and that was the only way she could describe it as.

"Ace, exactly how big… is your friend?" Luna asked as they neared the front desk after watching it grow larger and larger for fifteen minutes, and she had to remind herself that it was pretty large to begin with.

"Big enough to know that he only has to take five steps from his house to work." Ace said as he took the time to rearrange his hats so that they stacked taller on top of each other.

"Are you ever going to give us a straight answer?" Luna asked, wishing he would stop avoiding her questions by answering in riddles or with vague responses.

"Will you stop talking about yourself as multiple ponies?" He shot back as one of his hats fell off and he used his rear hooves to flip it back onto his head. "You aren't so mad that you can have a split personality in the few short hours after you removed your glasses. You would have to have gone very crazy in your short flight to visit my friend's place of work. Speaking of which why are you still wearing you're clothes? It's not like you need to worry about being 'decent' around my friend."

Luna glanced over at him and had to admit that they were very different as they walked in the very large room, with him not wearing any clothes while she still wrapped herself in the cloak that he had given her. She wanted to take it off, it was true, but after the little display by all the stallions in The Doctor's mind had given her the sense to wear something at all times if for no other reason than to prevent ponies from staring at her. So she elected to wear the cloak until she had a good reason to take it off, much to the amusement of Ace.

"Fine I'll stop talking using the traditional royal queue, but I'm going to keep wearing the cloak you gave me if you don't mind." She said. "Why are you complaining about whether or not I wear clothes or not, it's not like I plan on spending the rest of my life here in The Doctor's mind. I'm only here until I can recover the memory that he asked."

"You have no idea how long that will take though, so for all you know it might take months, years or even decades and centuries." He said as his hats tipped over and he had to flip them all over several times before he could restack them while walking alongside her.

"CENTURIES?" Luna yelled suddenly. "What do you mean, centuries? I can't be stuck in here for centuries! Why didn't you tell me that it could take that long to learn madness? I can't be stuck in here while my body is sitting in front of The Doctor for centuries, I have to get back to my sister before morning, I have duties to perform and my sister is expecting me back soon!"

Ace still looked amused as he watched his tower of hats learn forward before he shook his head in a way that straightened them again. "Oh little princess you are so easy to mess with, you need to understand that time works very differently in one's mind." He said as he glanced at her with his yellow eye. "You see in Up, one second out there can equal a hundred days in here. So in all actuality, you have plenty of time to learn madness, which is why I keep asking why you are in such a rush. It's not like if you want something to happen faster it WILL happen faster. When the seed of a new tree is planted it will take however long is necessary for that seed to sprout and bloom into a full grown tree. Wishing it would grow faster or trying to force it to grow faster will not actually make it grow any faster than it can."

He then winked at her with his eye as they finally, after such a very long time reached the massive front desk. "That is the funny thing about the way the mind works isn't it? The more you want something to happen the less it actually happens. The more you want something to not happen the more frequent it occurs, fascinating when you think about it. Don't you agree?"

"All I can agree with is whether or not I'll ever understand what you are rambling bout." She whispered to herself as she looked at the nearest leg of the desk. "Exactly how big is your friend, you told me that he could take five steps to get from work to home but, in all practicality how big is he?"

"Okay maybe five steps is a little over exaggeration." Ace replied. "More like eight or nine, considering he lives here."

"That explains why everything is so big." Luna said.

She was contemplating whether or not to fly up to the desk to see what was on top of it, when a loud boom echoed through the room, causing her ears to ring slightly and the ground to shake. Ace however seemed to not notice as he was still paying more attention to his hats.

"What was that?"

"Hmm, oh that sound? If I had to guess I would say it was the number five vault door being closed."

"Number five vault…"

"It's where my friend stores the memories for each of _his_ lives." Ace said as the ground started shaking in regular intervals. "Ah… that should be him now; he's a very busy little bee. Always working almost twenty four seven, no breaks unless you count the occasional visitor and of course three square meals a day."

The ground shook every second as something large and very heavy got closer and louder with each step it took. Luna could hear it drawing closer and she had to steady herself with each quake. Five minutes of wondering what was coming, and many resounding hoofsteps later, and she finally got her answer as to who Ace's friend was. She looked up as he approached from one end of the hallway eyes wide and mouth wider, in three of his hoofsteps he was already halfway toward them, and another three later he was looking down at them.

He resembled a pony, a very large and very TALL pony. His coat was silver with a dark red mane that was wrapped in several dozen knots, his cutie mark was some kind of eyeball, and his tail extended all the way down to the floor and dragged down behind him. His legs… if you could call them legs, were like machine instruments and composed of wires and mechanical parts that she couldn't comprehend or identify. It looked as though he had cut off his own legs in exchange for these mechanical limbs, because instead of four hooves he used those thousands of wires and limbs for each leg. But that wasn't all that it was about him that captured her attention, it was his eyes that stared down at her. Where two large eyes should have been were fifty smaller eyes, twenty five in each socket. They looked down at her and extended from the eye sockets in pairs on wires similar to the one that greeted them outside.

In total he had fifty eyes and too many limbs.

Ace waved a hoof at him as two sets of eyes extended down toward them to look at them at their eye level. "Hello Rogar, long time no see old friend!" He called out.

Rogar smiled at him and extended one of the mechanical limbs where his hoof was to shake hooves with Ace before he laughed boisterously. **"Hello my old friend long time indeed, it has been MELLENIA since you last visited me." **He said so loudly that Luna had to cover her ears to prevent them from exploding. **"So who is your friend, one of the locals or is it the King's bride? Oh by the way nice set of hats, I must say they make you look spiffing!"**

"Thank you, this is Luna by the way." Ace said simply as Rogar extended the mechanical contraption to Luna for her to shake as well.

"Greetings Rogar…" Luna said as she shook it and watched it retract back into the forest of limbs which made up his massive leg.

"**So now that the pleasantries are out of the way, what brings you down here to Memoir? I figured you were enjoying yourself up there on the sixth level. What is humbling the king getting too boring for you so you decide to come down here and pay old Rogar a visit?"**

"No I'm just here to help out our guest with a little mission of hers." Ace said as he nodded to Luna. "Perhaps you could be of some assistance?"

"**A guest, we finally have a guest?" **He said as more eyes extended from his sockets to look at Luna from all sides. **"Oh we do have a guest, let's see hmm… not a bad figure, plenty of potential and very nice mane, I have to say! Wait a moment…"**

Luna watched as his eyes all stared at her eyes for a brief moment, before he exploded in laughter and all of his eyes retracted back into their sockets. He continued to laugh so loudly that the air shook with each laugh. **"You just LOST YOUR GLASSES DIDN'T YOU?" **He said through the laughter.

"Yes I did…" Luna whispered as she wondered what was so funny.

"**Wait a moment, wait a blooming moment, don't tell me… he took your glasses off didn't he?"** He gasped as his eyes all focused on Ace who was now smiling at his friend. **"You popped her Blueberry didn't you? You sly son of a stick in the mud, I never knew you had it in you! You also used her shadow to come down the staircase to get around your banishment DIDN'T YOU; oh I never knew you had it in you. I thought SHE was the crowning achievement but you have a thing for the lovely ladies don't you?"**

"What is he talking about?" Luna asked Ace while Rogar was busy laughing his hooves off.

"Well when a stallion takes off a mare's glasses it's considered a mating habit here in Up." Ace said smugly while Rogar continued to laugh like a maniac. "As for the shadow joke, well in Memoir it's our form of… getting laid."

"**Oh you are such a tricky one aren't you?" **Rogar said through the laughing fit he was having as he clutched his chest with his leg. **"You conveniently forgot to tell her that little bit when you pulled her glasses off didn't you; oh you have not lost your touch! Just as quick witted and all-knowing while still maintaining that ignorance and innocence as always, no wonder **_**she**_** went with you, you're a real piece of work!"**

"Yes I did forget that little fact about the glasses, but rest assured I did not take them off her." Ace said calmly as he smiled at Luna, clearly embarrassed. "She pulled them off herself, I gave her plenty of warning and reason to not take off the glasses as well as gave her a chance to keep them on and return home. However she was determined to continue on her quest to find the memory she seeks.

"**You still came down in her shadow didn't you?"** Rogar said gleefully as all but six of his eyes swarmed down and stared at the two of them. **"I can tell this little mare has had her shadow touched by a powerful being, and since YOU'RE in her company…"**

"Well yes, but in all honesty there was no other way to get down…"

"**So you say…" **Rogar whispered as his eyes retracted before he started laughing again.

"You're telling me that… the whole inhabiting my shadow thing…" Luna stuttered as she comprehended what Ace did. "You little…"

She took her hoof and did something that later on she would regret; she smacked Ace's face so hard she wouldn't have been surprised if she had left a bruise on the side of his cheek. However just as he recovered from the smack he glared at her with one eye, and everything changed instantly. Luna felt the air in her lungs vanish, her sweat simply disappeared, and her eyelids and hooves felt like they would collapse on her own weight. She sensed a dark aura surrounding her in that one second and felt as though death itself had claimed her and was just centimeters away from taking her life. She saw Ace's yellow eye and saw the inside as though it were a portal to another world, and swore she saw a skull draped in black rags with a scythe around its neck, and that skull was hers.

The next second everything was back to normal. Rogar was still laughing crazily; Ace was staring at her with his usual joking manner and looking as though nothing had happened. "So Rogar, everything aside do you think you could help us?" He called up as Rogar finally started to steady himself.

"**Of course I can't help you!" **He said suddenly, still smirking but looking very serious. **"Do you think I have time to drop everything I'm doing and help you find some stupid memory? Oh I know why you're here its hard not to know. What I want to know is why I should help you, I'm a very busy pony here, I have sixty billion memories to keep organized and remember. Nope, I'm afraid I can't help you out my friend!"**

"But you have to help me!" Luna said, trying to shake the strange feeling away. "The king won't give me the memory I need; you are the only other pony who could possibly have that memory."

"**Why should I help you?" **Rogar asked as a dozen eyes extended down to stare at Luna. **"What do I get in return for my… services?"**

"What if I gave you payment?" Ace suggested.

Rogar turned all twelve eyes and send six more to stare at Ace now. **"What kind of… payment?" **In response Ace pulled his hats off and revealed a set of green glasses, not that different then Luna's. **"ARE THOSE LIME GREEN BLOCKER GLASSES?**"

"Yes they are. I believe you need these for your collection?" Ace said as Rogar picked up the glasses and placed them on the desk high above them.

"**Oh yes I do need them, now my collection is complete!"** He said enthusiastically as he took several limbs and created a sort of platform for Luna to stand on. **"It's a deal then, I'll see what I can do to help you out but I'm a very busy pony. I'll think about how I can help you as we head to the number ten vault! Hop on little guest!"**

"What about Ace?" Luna asked as she watched Ace shook his head.

"I'll catch up with you later Luna, I want to admire Rogar's collection since I haven't been down here in a while. Have fun!" He shouted as Luna zoomed upwards at a speed she could never hope to match.

Luna watched as Rogar turned so quickly she had to lie down just to stay grounded on the platform and watched as he took several massive steps down the hallway and down a set of stairs that she had never noticed. As he walked he sent two of his eyes to zoom toward her and called out to her. **"So tell me little Luna, how did you come to meet my friend Ace?"**

"He helped me find my way to your king's palace and rescued me from his wrath!" Luna shouted because the wind made it difficult for her to talk normally. "My friend The Doctor sent me in here to help him remember something that he couldn't figure out on his own fast enough. When I went to see the king I begged him to give me the memory but he refused, thus my rescue and my quest to retrieve that memory from him. So he convinced me to learn madness by removing my glasses so that I may force the king to surrender the memory I seek."

"**I see, so that explains why he's following you around." **Rogar said as his massive head nodded in understanding. **"He doesn't normally waste his time on any boring hopeless causes, and he wouldn't go this far just to help a stranger or even a guest. It's quite lucky you have him as your tutor, I can't think of anyone better besides the king himself who could protect you down here. Which is why you should really stop testing his patience with the whole hoof slapping and talking bad toward him, you need all the friends and allies you can get if you're going to fight the king, and he's the best you can get no doubt about that!"**

"Wait, what are you talking about?" Luna asked as they started walking down another corridor which was lined with massive silver doors with golden locks the size of mansions.

"**I can tell he was quite angry at you for slapping his face, did you think I didn't notice?"** He said as more eyes joined the two looking at her. **"If he wanted to he could kill you with just a thought, why he chose to spare you and merely shrug it off amazes me. You must be something special or have some bigger purpose for him to go through all of this!"**

"He's that powerful?" Luna asked as they passed by one of the vaults and she barely had time to see a label of IV adorning it.

"**Of course he's that powerful, he has to be to humble the king regularly!" **Rogar said in a bored voice, as though he were explaining that one plus one equals two to a filly. **"I remember the time he first humbled him, it was quite a show let me tell you, he made the king the laughing stock of the entire kingdom of Up. Oh he and the king have traded blows time and time again; I don't bother getting involved because I have work to do down here, which reminds me, you are going to have to do me a small favor before I can actually help you!"**

"What do you mean?" Luna asked.

"**What I mean is…" **He started saying before a large bell rang. **"Oh for the love of, one second I need to see who it is that's at the door."**

He walked over to a wall and Luna saw a small hole that he extended an eye and sent into. Then several of his mechanical limbs extended to the wall and pulled a small microphone, small for him but was seven times Luna's size, and positioned it in front of his mouth. **"You're late, get in and meet me by hallway fifty seven so you can get ready." **He shouted, annoyed at whoever he was talking to. **"Also will you lose the clothes, I don't care about decency here and you have to be in uniform for your job, I thought I highlighted that in the requirements section."**

He put the microphone back and waited for his eye to return before he turned and walked back toward the staircase. **"Sorry about this but job comes first, I hired an employee today and I need him to get to work TODAY!"** He said as he walked up the staircase and turned another corridor toward another hallway. Once he reached a particular hallway that had the number fifty seven he stopped and created another platform with his limbs of the other hoof. The platform lowered and Luna watched as he picked up the stallion she had watched shouting enthusiastically at the news of being hired. **"There you are, ready to get to work Mr. Crimblehoard?"**

"Yes sir!" The stallion said enthusiastically. Luna noticed that he was no longer wearing clothes, but was wearing a simple green tie. He almost looked like The Doctor, complete with an hourglass cutie mark. "Hello miss mare, did you get hired too? Is this your first day on the job as well?"

"**She's not working here so don't bother asking."** He said as they walked down the hallway and he opened a massive door. Inside the brightly lit room was several very complicated looking equipment, mostly tubes and tables with several spheres and golden strings of memory littering the walls and tables. There were tons of levers, knobs, and other contraptions to perform tasks that she had no idea about. He put the stallion on the nearest table and grabbed a sphere from one of the walls and split it in half. **"Since I'm nice I'll explain the process of the job to you Luna."**

He turned all of his eyes to look at the stallion. **"Mr. Crimblehoard, are you ready to begin working?"** He asked as he took one of the golden memory strands and put it inside one of the tubes lining the wall.

"YES SIR!" The stallion shouted excitedly from the table.

"**Very well assume the position once you're in the sphere." **Rogar said as he put the two halves of the sphere around the stallion and watched him lie down, curled up in a ball. **"Mr. Crimblehoard here has just been hired to take on the greatest and most important job anywhere in Up. He is going to become a Memory Keeper."**

"Memory Keeper?" Luna asked quietly as she watched Rogar take another tube full of some purple gas and smack it open over the sphere.

"**Yes you see here in Up the only way to ensure that one does not lose a memory is to keep remembering it over and over."** He said as the purple gas filled the ball and disappeared in a few seconds. **"That's what I do here in this factory; I store and capture memories in the vaults so that they may be accessed any time. There isn't a single memory that doesn't exist in Up concerning **_**him**_** that isn't stored here at one point or another. However there are too many memories for me to keep track of and remember, so I started the process of hiring Memory Keepers. That is what dear little Mr. Crimblehoard is going to be doing."**

"I'm ready to begin sir!" The stallion said excitedly.

"**Will you be patient, I'm almost finished."**Rogar shouted as he took the ball with the stallion in it and put it in a machine that looked like some kind of metal box filled with light. **"First thing's first, assume the position and close your eyes!"**

The stallion did so and the box filled with light as Rogar used his mechanical limbs to pull three levers and turn six knobs at the same time. After a few seconds the light vanished and Rogar reached in and took out the ball, only it and its occupant were much smaller, about the size of an apple to Luna. **"Now that he's been shrunk we can put the memory into the ball for him to focus on." **He said as he placed the ball inside the tube with the golden string and watched as it wrapped and wormed its way into the ball. He pushed a few buttons and pulled more levers and the ball with its occupant sped up the tube and out of sight, only to reappear inside an adjacent tube glowing brightly.

"**Now we apply the sleeping formula so that he doesn't wake up for the rest of his life, and then we are done!"** He said cheerfully and took another vial full of some blue gas and broke it over the ball, watching as the gas filled the ball and dissipated. **"Voilà we are done, one Memory Keeper already on the job. It's a pretty simple job but it's a very important one my dear, if we didn't have these volunteers to fill in the memory vaults **_**he'd**_** lose all of his memories within seconds."**

"So… to make sure he remembers the memory… all he does is sleep and dream?" Luna asked incredibly. "What kind of job is that? All he does is sleep and dream."

"**Best kind of job right?" **Rogar asked as he picked up the ball and extended two of his eyes to look at the occupant more closely. **"You see once you have a memory you tend to forget it unless it's very important, but the only way to remember anything is to keep thinking about it. So how do you solve that problem when your mind can wander off and think of anything that might erase that memory? The easiest way is to keep remembering it in your sleep; after all if it keeps replaying in your dream you can't ever forget it can you?"**

He stared at the stallion sleeping in the ball for a few seconds before his eyes opened, glowing so brightly that Luna had to shield her eyes to protect them. The next second the light was gone and the sleeping occupant was once again, sleeping. **"Good he's doing his job, I like seeing a dedicated Memory Keeper because that means he won't let his mind wander off." **He said as he took the ball and held it out for Luna to take. **"Go ahead and look into his eyes, I'll let you see the memory he's remembering. You'll need the practice for what I'm going to have you do."**

"I just stare into his eyes…?" Luna asked curiously as she took the ball and held it with her magic. "That's all there is to it?"

"**That's it; just stare until he opens his eyes for you." **He said cheerfully. **"It's a very boring memory, nothing special. It's just **_**him**_** eating a muffin."**

Luna stared at the tiny sleeping stallion inside the sphere, and a few seconds later was engulfed in light as his eyes opened up, revealing nothing but empty whiteness. The next… she was no longer standing on a platform made of mechanical limbs that encompassed a giant pony's leg inside The Doctor's mind.

She WAS The Doctor as she watched herself picking up a muffin from a nearby table in his workshop and eat it.

"_**Hmmm, not bad, she mixed blueberry with apple seeds this time."**_

She didn't say the words, but she/he certainly thought them in her mind as she/he munched on the muffin while taking a sharp tool to shape a wooden leg for a toy bird he was making. She could tell that this was his perspective when he ate, because she could feel the warmness of the muffin, and could smell the scent of a freshly baked pastry made by his wife. She could feel, smell, taste, hear, and see everything that was happening from his perspective and more.

After a few more seconds of eating the muffin, everything started to fade into blackness and she was back in the Memory Factory. "What… what was…" Luna gasped.

"**That was a memory my lady, that's what Memory Keepers see when they are on the job." **He said as he took the small ball back and left the room, heading back down the staircase toward their previous destination. **"As they sleep they replay that memory over and over, again and again, day in and day out. Not a bad job if you think about it, all they do is sleep and dream, and it's a very important job they do. You see unlike some idiots who would no doubt give these jobs to machines that could do the job better for cheaper, I find it easier to simply give them to the citizens here in Memoir. Once they get the memory all I have to do is put them in the vault and occasionally check in on them to make sure they are doing their job!"**

"So every Memory Keeper in the vaults is a sleeping stallion?" Luna asked, amazed that so many ponies could be stacked into such small places. "Every single one of those spheres is home to a stallion who is remembering some small memory? How do you keep track of them all?"

"**Simple, I color code the spheres."** He said. **"You see there are four levels of memories, ordered in priority and type. The important memories are red spheres, slightly important but more emotional ones are blue, less important but noteworthy are yellow spheres, and finally completely pointless memories are colorless such as this one. Sad that Mr. Crimblehoard didn't get a more important memory but thems the breaks little pony. Most of the time it's luck, I just picked a random memory and gave it to him to remember. I haven't got time to remember every single memory in my factory, that's their job."**

Luna nodded slightly, understanding what he was talking about, at least partly. She couldn't remember every single little thing that happened each day, sometimes she used little notes to remember important things or other things that she needed to remind herself of, but there was no way she could remember every detail that occurred over the course of a day. What Rogar was doing actually made perfect sense, he created a job market that anypony could do, almost no qualifications needed. It was a simple job with good benefits, just sleep and dream, nothing else.

"**So Luna, since we have a little way's to go, why not tell me how much you've learned of your madness?"** Rogar suddenly asked.

"I haven't learned anything about madness." Luna said truthfully as they passed by the vaults again. "He said I would understand madness only by descending into madness. I figured I would learn more about madness here, but so far I haven't learned anything."

"**Really, tell me Luna which makes more sense, is it better to stand naked in a crowd or to look like all those around you?"** He asked.

"Well… I would like to look like those around me…" She said, recalling her experience when she first appeared in Memoirs. "What about you?"

"**I choose to look naked, after all if I'm going to be seen by a bunch of idiots who all look the same, I might as well make myself as different as possible so that they all know WHO I am." **He said as six of his eyes extended to look at her eye to eye. **"That's why I chose to cut off my four hooves and why I have fifty eyes, to make myself look different than the others. That and because I can't really grip so many levers and turn so many knobs and hold so many things with just four hooves. So I cut off my legs and strapped these contraptions to me so that I can do my job and then some. As for the eyes, well I have to examine so many memories at the same time so I needed more eyes, the more the better I say. However I could only fit twenty five eyes into each socket so that's why I have only fifty."**

"That does make sense…" Luna said as she recalled the numerous times when she couldn't hold everything she needed to even with magic, as well as how she wished she had more eyes.

"**There you go, now you are starting to understand madness!" **He said cheerfully. **"When things that don't make sense before start to make sense now, then you begin to learn more and more of your madness. It will take some time, plenty of time for you to do the work I have for you."**

"Work?" Luna asked.

"**Yes work, what do you think I'm going to help you out for charity?" **He said as more eyes joined the six to look at her. **"Just because Ace gives me payment doesn't mean I'm going to bend over and help him out. Besides it's your quest not his, so he was paying me to give you something to do while I figure out how to help you."**

Luna sighed as she wondered what he was going to have her do as they came to a vault with the label X adorning it. Rogar put her down on the ground and handed her a net and box with four slots for memory balls in it. Then he opened the vault enough for her to squeeze through before tossing the ball in and stared at her with several eyes. **"Here's what I want you to do, I'm busy working on the other vaults and the memories in there. I need you to find four very important Memory Keepers, you remember the label colors, red is what I'm looking for. If you find four of them and examine them for me then I will fetch the memory you are seeking that the king is hiding from you."**

"Simple enough…" Luna said as she wondered why she was doing such a menial task.

"**Oh, and one more thing… these vaults contain thousands of Memory Keepers, they can be easily distracted by magic." **Rogar said as he turned to leave. **"So no magic or you might wake them up or worse disturb them so they forget the memory. You'll have to catch them with the net and flying. Make sure the memories are important enough for me to examine because my idea of important is different than yours."**

"Understood." Luna said as she started wishing she had not taken her glasses off and simply went back to her guards and sister.

"**Good, have fun!" **Rogar said as he left in his giant hoofsteps.

Luna sighed and turned to enter the vault with the net over her shoulder.


	6. Chapter 5 - Memories of a Time Lord

Chapter 5 – Memories of a Time Lord

Luna looked up in the inside of the vault, and once again felt like she was nothing but a filly here in this enormous factory. The number ten vault wasn't just a single enormous room containing Memory Keepers, although that was what it was mainly, but as she looked around awestruck, she realized it was so much more than JUST a room full of Memory Keepers. Three different doors besides the vault door behind her lead to different parts of the vault from what she figured, but it was what was floating and lining the bare white walls that first captured her attention. They looked like fluffy pillow like platforms of different colors lined the walls and seemed to be floating in midair, all of them of every shape, size, and color, and each and every single platform was packed full of Memory Keepers in their spheres, all of them sleeping and dreaming. The Memory Keepers themselves she barely noticed because they were so small and there were so many of them, but not all of them were on the fluffy pillows, some of them she noticed were seemingly floating in midair, drifting lazily through the air ever so slowly.

After she finished gazing in amazement at the sheer number of Memory Keepers, she noticed that the floor she was standing on, and even the walls themselves were extremely soft and bouncy to the touch. She took one step to test the floor and noticed it sank under her weight and returned to normal when she removed the pressure. Apparently the entire room was designed to keep the Memory Keeper's spheres from breaking by accident if they fell or drifted too quickly into the wall. Either that or Rogar just liked a soft floor and walls, and at this point Luna had to admit that it wouldn't surprise her if that was the reason for such soft walls and floors.

"Well this madhouse just keeps getting crazier and crazier with each minute." Luna commented as she removed the cloak she wore and took her net in hoof, wondering exactly how she was going to find the 'important' memories in all of these spheres. "He said I would notice the important ones because they would be labeled in red colored spheres, but there aren't exactly any red ones in here it seems."

She looked around at all the Memory Keepers floating and sitting around, and saw many more plain colored spheres then there were yellows and blue's put together and certainly no red ones that she could make out. She decided to take her net and fly up to one of the smaller fluffy platforms to check the Memory Keepers there to see if any of them were red. This proved difficult because the platform was so small and so packed with the spheres and their occupants that she couldn't find a spot to land on, so she had no choice but to float in the air and gently push and nudge the spheres around, looking for any red spheres out of the blue's and yellows and colorless spheres.

"No… no…" Luna whispered to herself as she pushed, picked up, rolled, and otherwise sorted through the spheres sitting on the platform, finding no red ones. One thing she did notice was that each and every Memory Keeper inside the spheres all looked like The Doctor, complete with chestnut coats, light brown manes and hourglass cutie marks. "Blue… blue… yellow and another blue… colorless and yet more yellows and blues. He made it sound so easy so where are they?"

**(Having Fun in there?)** Rogar's voice shouted from a megaphone high above her, and she noticed that one of his eyes was looking down at her from a hole in the roof. **(Not so easy finding the red ones is it? I'd tell you where to look but these Memory Keepers just wander around every so often that I can't remember where any of them are at any time. Especially the red ones, they never sit still because they're so excited with their job that they sometimes float around without even knowing.)**

"So why do you bother with keeping them all in this room?" Luna shouted annoyingly as she finished searching the small platform.

**(Don't get mad at me little miss pony!) **Rogar shot back. **(You're lucky I'm bothering helping you at all, if it weren't for Ace I wouldn't have even opened the front door for you. Even then I probably wouldn't have opened it, so get your act together and find me those four Memory Keepers. I have to work in the number Eight vault right now, so I'll leave you to your own devices. Make it snappy I haven't got all day!)**

His eye retracted and vanished in the hole, which was just in time to avoid Luna giving it a dirty look as she flew from her small platform to the next one. _–Doctor… next time you need help with your own mind you are on your own!-_ She thought bitterly as she roughly landed on the platform this time. She came in so fast and so hard that she jostled the pile of Memory Keepers so much that they started rolling away and off the platform. "Oh no nononono!"

She rushed to stop them, refraining from using magic to stop them but couldn't stop seven of them from falling off of it and six of them to a very… soft landing as they bounced off the floor and upwards. The seventh sphere however was still falling and threatened to smack into the glass sphere flying up to it, but was stopped by the very fast hoof movement belonging to none other than Ace, who was looking up at Luna and shaking his head in amusement.

"Having fun?" He asked cheerfully as he let the sphere float freely away from him. "You ought to not get so angry; it really hampers your progress."

"Ace!" Luna said. "When did you…"

"I think it's safe to assume that, because I have four hooves Luna, that by now you would have figured out that the answer to that question is that I walked." He said in a bored tone as he beckoned Luna to come down and join him. "Why are you wasting your time searching those stacks for the red spheres, didn't you hear what Rogar said about them being so eager with their job that they sometimes float around without knowing it? Also why are you so mad at _him_, it's not like _he_ forced you to come in here."

Luna stared at him when she landed next to him, how in the name of Equestria did this stallion know what she was thinking? "I'm not mad at The Doctor; I'm just a little frustrated." She said defensively. "I could be in bed right now, all comfy and cozy and sleeping the night away but no here I am traipsing across endless lands in some crazy…"

She would have elaborated more but Ace suddenly stopped her with a hoof. "Don't even call us crazy Luna…" He whispered so quietly, but still wearing that smile. "We may be mad… but we are not crazy. We can think and feel just fine; if anything it is you who is crazy for calling us crazy. Now as for spending the night in your nice warm bed…"

He walked over to a floating colorless sphere that was lying on the ground and picked it up, and then he walked back over to Luna and handed it to her. "May I remind you that it was **you** who wanted to help him in the first place?"

Luna took the sphere and stared at the closed eyes of the small stallion inside it for a few seconds, before his eyes opened and she was once again engulfed in brilliantly white light that blinded her. The next second she was once more looking out at the world through The Doctor's eyes, more specifically at Luna in their bedchambers that morning.

"_**Is something wrong Doctor?"**_He heard her memory self ask The Doctor.

"_**Not really, just very tired."**_ The Doctor said tiredly. _**"It's nothing really important; I have just suffered a few nightmares for the past few nights."**_

"_**Typically when you are suffering from a nightmare, or if you are suffering from some affliction related to your mind it is cause for worry."**_ The Luna in this memory said in a matter of fact tone. _**"Do you require assistance or something?"**_

-Do I really sound like that?- Luna thought as The Doctor replied.

"_**No I can handle it myself, I was going to go home and do some meditative techniques."**_ He said as they wrapped up the tools and placed them in the saddlebag.

"_**How successful would your meditative technique be on your own?" **_Luna asked as she took the toy he had been working on and put it among the rest of her collection.

-So this is what it's like to be The Doctor, I never knew how much thinking he does in a single moment.- She realized as she listened to her friend's thoughts racing around his mind so fast before he gave his answer.

"_**Well most of the time they don't work for me because if I could figure out what my head is trying to tell me, I would already know it." **_He said honestly._** "My meditation technique lets me enter my own mind, with a lot of effort mind you."**_

"_**Well how successful would you efforts be if you had assistance?" **_The__Luna in this memory asked. _**"Perhaps somepony can assist you in your efforts."**_

"_**Well I would ask for help but, there is one tiny problem with that idea." **_The Doctor said._** "If I were to ask for help, I would need a pony who could withstand my mind's inner mechanisms. Derpy would be the likeliest candidate to help me but the effort of trying to even enter my mind would leave her raving and ranting in gibberish for the rest of her life. She just doesn't have the mental barriers or the years of age around her mind to keep her safe from my own mind's defenses."**_

-That's not even the half of it Doctor…- Luna thought.

"_**What about our sister, or even us?"**_ Luna heard herself ask.

"_**Well your sister would be out of the question Luna; my mind is already familiar with her to the level that it would resist her easily."**_He said as Luna felt his thoughts racing with probabilities, possibilities, and impossible outcomes. _**"You could help but… I don't know if it's a good idea to get you involved."**_

"_**Please Doctor we insist in helping you."**_ Luna heard herself say determinedly.

Luna looked at herself seriously through The Doctor's eyes and then noticed the stack of paperwork behind her. –Was it really that big all this time?- She thought.

"_**Well if you really want an excuse to leave the palace and get out and about, I suppose you can come by later and help me out."**_ The Doctor sighed, though she could feel him smiling the whole time.

Luna saw herself smile and hug him gratefully, which was very awkward to feel herself from his perspective. _**"Thank you Doctor, you have no idea how happy we are!"**_ She said. "_**We have not had a chance to leave the palace for months, we feel as though we are prisoners with all of the paperwork we have to deal with."**_

"_**Well I'll see you later today, after sundown in the Tardis."**_ The Doctor said as he picked up the saddlebag and turned to leave. _**"See you then Luna!"**_

The memory vanished and she was once again back in the memory vault with Ace staring at her in amusement as he usually did. "I get it; I wanted to come in here so I can't complain about being in here." Luna said exhaustedly. "Was that really necessary?"

"Of course, if you're going to go complaining about something you volunteered to do, then you should at least be aware that you **volunteered** to do it." Ace said smugly as he took the sphere back and just let it slowly fall to the ground. "Now you aren't going to find any red spheres in here because they won't be sitting on pillow platforms, they'll be floating around the room freely and much faster than these are. So naturally since they aren't in here they must be somewhere in the other rooms, follow me Luna, might as well take you there since I'm in here as well.

"Oh, a word of caution since you're going to be dealing with these memories from here on out." Ace said quickly before she turned away. "Don't forget who you are…"

"What do you mean?" Luna asked nervously.

"You felt his emotions, thoughts, feelings and everything he felt from his perspective in the memory correct?" He asked her to which she nodded. "Well the longer the memory the harder it becomes for you to maintain your identity, after all you begin to think you ARE _him _the longer you experience everything he feels. Just some advice from me, take it as you see it, remember that you are you and _he_ is _he_."

Luna kept that in mind as she grabbed the net and her cloak she had left at the main door and walked alongside Ace as they headed toward the door on the far right side. She kept glancing at him every few seconds, trying to figure out if he could read her mind or if he was just very good at reading her movements. She was also trying to figure out how best to apologize to him for how she acted toward him earlier. Sure he wasn't the best pony she had ever known, in fact he was by far the strangest even by The Doctor's standards, but he was still so far her one true ally in this mad house, he alone out of all the ponies she had come across so far was genuinely interested in helping her fin the memory she sought and had so far no ulterior motives. Rogar was right about one thing, she couldn't risk alienating him or turning him into an enemy, especially when she was surrounded by enemies. Even Rogar himself, though Ace's old friend, did not give a care about Luna or her mission, he was concerned only with his job here at the Memory Factory.

Another thing she was curious about was his method of 'teaching' her to understand madness. He seemed to not actually point out things that would teach her madness, instead he simply exposed her to madness and allowed her to figure and understand things out herself. In fact now that she reflected on her 'lessons' with him, she realized that her way of thinking was indeed different then what it was before. A couple hours ago she wouldn't have agreed with Rogar's idea about the Memory Keeper's job, and would have told him that it was a waste of time to hire ponies to just sleep and dream all day and night. Now however, she had to admit to herself that his idea made perfect sense, the only question she really had was why the Memory Keepers themselves were all stallions so far in the likeness of The Doctor.

"Ace there is something I'd like to ask you about if you know anything about these Memory Keepers." She said as they walked past a small platform where a stack of colorless spheres were stacked in the shape of a pyramid. "Why do all the Memory Keepers bear a similar resemblance to The Doctor, I saw that every Memory Keeper looked like him."

He looked at her, his usual smug grin spreading across his face, and whispered into her ear. "When you can answer that one, I won't need to answer your questions every five minutes."

Luna took the hint and decided that she would have to figure some answers out on her own, although she did notice that she was asking him A LOT of questions lately. About halfway toward the door she glanced over at him again and felt herself preparing to apologize for slapping him in the face. Sure what he did was very… perverted now that she knew what it meant, but it was still the ONLY way he could have gotten down the staircase to help her while obeying the king's orders, at least based on a technicality according to him.

She also realized that she didn't mind him hiding in her shadow, it's not like she actually felt his thoughts or feelings the way she was feeling The Doctor's through his memories. Truth be told she would have barely noticed he was there half the time while she was climbing down the staircase, if it weren't for the fact that he kept talking every five minutes. The only thing that even gave away the fact he was in her shadow was his eye, and even then she only noticed it because he allowed her to notice it.

"Uhm… listen about earlier… when we first met your friend…" She started saying but once again Ace silenced her with a smirk and a wink.

"Oh don't get all sentimental on me Luna, if there's one thing I hate more than an idiot who doesn't know his own mind, it's someone who is getting all sentimental and apologetic." He said cheerfully. "If you're unhappy or angry with something, then for goodness sake's let your emotions be heard. Don't apologize or take back what you say or do, you have every right to be heard and if you don't make the attempt to make your voice heard than what kind of a being are you? One who gets stepped on and pushed around, you tell me if that sounds like you."

Luna had to agree with him there, she always did let herself get pushed around now that she thought about it, always hesitating or taking back her ideas and suggestions because they didn't sound good to her. Not that her ideas weren't bad, she just always felt that her ideas weren't worth raising up. She also didn't want to change the way her sister had run the kingdom for over a thousand years.

"I guess when I hear it out loud; it does sound a lot like me…" She said.

They walked for a few more minutes until they reached the door, then Ace said something that Luna could not hope to understand, and the door opened up on its own just enough for them to squeeze through single file. The second room was similar to the first, soft white walls and floors with pillow like platforms of different shapes, size and color seemingly floating in midair. On each platform were hundreds of spheres of mostly yellow and colorless, but floating around and moving at much faster rates were a few red spheres.

"I can see why the net is required…" Luna commented as she counted three red spheres zooming around the room at a fairly rapid pace. "I can easily keep up with them, but why can't I simply use magic to bring them closer to us or at the very least hold them still?"

"Tell me is _he_ capable of using magic?" Ace asked as he watched Luna put her cloak down and stretch her wings in preparation for flight.

"If you mean The Doctor then no he doesn't use magic, he's incapable of using it."

"Well there you go, they aren't familiar with magic and while in those spheres they are privy to very subtle energies around them." Ace said cheerfully as one of the red spheres floated toward him and then just as quickly zoomed away before Luna could catch it with the net. "They can sense and feel bodies around them, and magic is something they don't know about but still feel, and there's a chance they might get distracted. So that's why you have to use the net, they are used to my friend picking them up but they like to play around while on the job, hence why they always float around instead of just sitting on the platforms like he tries to make them do. They are very tricky little keepers, always wanting to show off who has the best memories by flying around."

Luna paid little attention to Ace's last statement as she took to the air and started chasing down the closest of the red spheres. It wasn't hard for her to keep up with the little balls of glass, but apparently they noticed what she was doing and started spiraling and zigzagging away from her, not at speeds she couldn't match though. The only trick to catching them was figuring out which way they'd go, because they were unpredictable and had complete freedom of movement they could go any direction at any time, whereas she had to keep herself upright in order to actually fly straight.

"Hold still and let me grab you!" Luna shouted as the sphere did a complete circle around her and floated away again.

All the time she was chasing this sphere Ace just calmly stared up at her with a smirk on his face, looking as though he might burst out laughing at Luna's Aerial Acrobatics as she tried to get the upper hoof on the tiny Memory Keepers that didn't even realize why she was chasing them. Occasionally he called out which direction it would float to her just before it did; unfortunately she was slow to react so she missed them by just a few inches with the net.

Finally after twenty minutes of hard flying, she caught the sphere she was chasing and flew down to the ground so she could store it in the box. "Are you sure that's wise?" Ace commented as Luna held the sphere tightly in her hooves while opening the small box.

"Why, he said collect four red Memory Keepers." Luna said.

"Do you know it's important?" Ace said as he took the sphere from her and held it up for her to look at. "You might be better off checking the memory just in case. After all remember what he said, they had better be important, just because it's a red Memory Keeper doesn't mean it's THAT important."

Luna sighed and took the sphere and stared at the small stallion in her hand for a few minutes before his eyes opened up and she once again was blinded by a bright white light. The next second she was once again looking at a memory from The Doctor's past through his eyes. This time she following in his hoof steps as he walked toward a calendar in his family's house, on it was a small circle with the words 'Sparkler's B-day' scribbled in it on one of the dates.

"_**Sparkler's birthday is in just a few weeks and I still haven't figured out what to get her!"**_ The Doctor said out loud as thoughts and ideas for presents raced through his mind. _**"This is her first birthday in our family and I want to make it memorable. How can picking a present for a soon to be teenaged mare be so difficult?"**_

Luna could feel his worry as he remembered just how long ago it was that he and Derpy...

-No her real name is Ditzy- Luna thought to herself quickly, remembering that the whole Derpy name was but a nickname he keeps calling her.

She had to refocus again after that because she was feeling his thoughts about how he and his wife had been parents to a single filly but a half a year ago before Sparkler was adopted. He only had to worry about giving Dinky new toy designs that he came up for her approval, which was fairly easy because she loved each of his toys. However Sparkler was an older pony, had different interests, she certainly didn't approve of his toys as much as Dinky did.

"_**Sparkler is going to be harder to impress then Dinky; after all she isn't exactly the same age as Dinky."**_ The Doctor said as he tried to think about what Sparkler was interested in, as well as what she would really like for a birthday present. _**"Let's see she likes learning about magic, even though she still can barely hold a rubber ball in the air for longer than an hour with magic. I COULD get her a self-study magic book so she could learn by herself, without having to go through embarrassing questions by other Unicorns about why she was so bad at it."**_

Luna watched as he shook his head and walked into his bedroom and opened his drawer to pull out a notepad. He checked the list of ideas he had been keeping for several days now and jotted down the self-study magic book idea, along with the idea of a toy capable of teaching her how to learn magic, although he put down next to it that he might as well just hire a tutor or even Twilight if that's the case.

"_**By the laws of time being a father is hard some days, first Sparkler's birthday than I have to get Dinky's birthday present ready in two months!"**_ He said out loud as he remembered how behind he was on his Flyby Bird toys that he had to make for another fifty orders by the end of the month.

The next second the memory faded and Luna was right back where she was, staring at a sleeping stallion inside of glass sphere. She had to gasp for breath a few times as she realized how worried SHE had been feeling, as though she had become a father for a short time. Now she understood how he felt when he worried so much about his family, and not just his wife or his daughter's safety, but for ordinary everyday things.

She also learned that this sphere had been a waste of time to catch. Rogar had told her to find important memories to him in his eyes, not The Doctor's.

"Okay, worrying about his daughter's birthday isn't as important to Rogar as I feel it should be."She said out loud as she let the sphere go and watched it float away rather quickly. "I guess I have to grab the other two and try them?"

Ace nodded.

"I'm also guessing that you won't help me catch the next Memory Keeper right?" She asked as she stretched her wings in preparation for flight.

Ace nodded and proceeded to watch her fly around again, chasing the second sphere for a good thirty minutes before she captured it in the net, and flew back down to him thoroughly exhausted. He was still smirking as she took the sphere out of the net and prepared to stare into it. "Before you delve into his memories again, take a break." He said calmly. "The more tired and agitated you are the harder it will be to maintain your identity."

So she nodded and waited for her breath to ease up before she stared into the closed eyes of this Memory Keeper. Seconds later the stallion opened his eyes and once more blinded her with light, before she saw another past memory, though this time it was a TAD more intimate then she had expected. She felt slightly, if not massively, embarrassed as she watched and felt herself, -HIM, not ME!-, kissing Derpy with closed eyes as they embraced each other well after night descended and other ponies would have gone to bed.

From the romantic thoughts and, very happy thoughts and feeling coursing through his mind it must have been the night he proposed to Ditzy. Which meant that they had just consummated their feelings and pledged themselves to each other, and thankfully Luna did not have to witness that moment live because that would have been SLIGHTLY embarrassing and disturbing for her. Although she was still embarrassed that she was feeling herself kissing his wife in the past, whether or not it was live or through his memory.

She waited for several minutes while they continued to play out the roles of two lovers celebrating a beautiful moment in their lives. Then after they finished sharing another round of kisses they finally separated for a moment to stare into each other's eyes. Even though it was second hand knowledge, she could feel the love and emotions coursing through his eyes as he looked into the eyes of his soon to be Pegasus wife.

(Why that last part was so important Luna failed to understand.)

However she couldn't help but feel warm and cheerful, not to mention a thousand other thoughts and feelings racing through her mind as she felt The Doctor's thoughts and feelings as he stared into those two golden eyes of what he felt and thought was the most beautiful creature in all of the world if not the galaxy and universe. How could he imagine never being in love with this lovely mare that he had met those years ago?

"_**I love you… Derpy."**_ He whispered gently into her ears.

"_**I love you… Doctor."**_ She whispered in response, taking the moment to plant yet another series of kisses on his lips.

Luna knew that she had to remember who she was, and understand why this memory was so important, but at the same time she couldn't help but wonder if this was how it felt to be in love. She wondered if this is how she would feel if she ever found that special somepony for herself. She also wondered if she and her special somepony would kiss this much on their engagement night.

"_**You know Derpy; now that we've decided to get married we need to figure out a name for me."**_ The Doctor whispered to her as she nuzzled his cheek.

"_**Your right… but what should we all call you?"**_ Derpy replied. _**"I like calling you Doctor, so maybe we can just stick with that, but you also need a last name."**_

He nodded as he thought about some pony sounding names, ones that would sound common enough that nopony would think it was strange or would draw too much attention. He tossed around the idea of calling himself Doctor Doo; after all he was marrying into Derpy's family, so naturally she should get to keep her name. He also tossed around calling himself Doctor Mane, but for some reason that didn't exactly sound good to him. He kept rolling over the names in his mind long into the night, so many names that after two hours of hearing name after name just roll off his tongue Luna was starting to hear herself suggesting names to him without even realizing it.

-This... has got to be... the longest memory I have ever seen… ever.- She thought.

"_**I've got it, Doctor Hooves!"**_ He suddenly shouted.

His soon to be wife looked up at him, seemed to consider the name for a moment before she nodded her approval. _**"Then I guess I'll be Ditzy Hooves, I like the sound of that…"**_ She whispered sweetly into his ears.

They continued to enjoy each other's company for a few more minutes, before suddenly Derpy started crying. The Doctor quickly looked down at his soon to be wife, wondering what he could have possibly said… or DONE to have brought this sudden change. _**"Derpy what's wrong?"**_ He asked quickly.

"_**I just… feel tired."**_ She whimpered to him.

"_**Well it has been a very long day, wonderful but long."**_ He said as he checked the time, seeing that it was almost three in the morning. _**"You and I should really get some sleep; we have a long few weeks ahead of us."**_

"_**I don't want to; I want to stay awake for the rest of my life."**_ She said tearfully. _**"I just had, the most wonderful… most romantic… the best time in my entire life. I don't want to go to sleep and wake up to find out that I'm still just your assistant, and this was all just one long dream I had…"**_

The Doctor frowned as he felt her tears leak onto his coat, holding her just a little tighter so as to reassure her that he was still there. Then he came up with an idea to show his assistant that it wasn't a dream. Without her realizing it, he stroked one of her wings gently; causing her to calm down as she felt reassured that he was still there. Then without any warning, he plucked out a feather, causing her to yelp slightly in pain.

"_**What was that for?"**_ Derpy squealed as her wings reflectively extended in reaction to the sudden pain. _**"My wings are sensitive Doctor, why did you do that!"**_

"_**Well my lovely assistant, I guess you could say I was knocking out two birds with one stone."**_ He said with a smile on his face. _**"First of all I solved the big mystery of whether or not Pegasus wings were sensitive, a question that's been on my mind because of the numerous times I've watched your wings flaring up every time I smiled at you out of the corner of my eye. Second I proved to you once and for all that this is indeed, not a dream. After all, how can you possibly feel pain in a dream?"**_

Derpy folded her wings back up at these words, embarrassed but still looking a little happier than before. She wiped away her tears and gave him one final kiss on the cheek, before she closed her eyes and fell asleep in his hooves. The Doctor smiled inwardly and outwardly at the sight of his beautiful assistant sleeping, and looked out of her bedroom window at the full moon shining in the night sky.

"_**That's right… this isn't a dream Derpy."**_ He whispered soothingly into her ears as she slept next to him. _**"I promise you Derpy, I will never let anything separate us. Not space, time, Daleks, Cyberponies or even alternate realities will change what you and I are about to start. Our new lives together are about to begin, it's time that The Doctor, retired from his job of saving the galaxy. I'll stay here for as long as you want me Derpy, as long as you want me to be here…"**_

He looked down at his sleeping wife and whispered a final set of words before he too started to drift into sleep. _**"I love you Derpy, my assistant…"**_

Luna watched as everything faded away, and she was once more staring at a sleeping stallion inside of a tiny red colored sphere. She had never imagined or even believed that his wife believed for even a moment that her new life with The Doctor could possibly have been a dream. Instinctively she took a hoof to her lips and rubbed them once, wondering how it felt to kiss another pony as passionately as he did with Ditzy. As she wondered that she felt her own eyes tearing up at the huge waves of emotions she had just experienced. All she could think was, how could anypony keep so many emotions bottled up, especially when they all concern the love that he feels for a single pony in the entire universe?

"When you're done crying let me know." Ace said as he somehow, handed her a tissue that he produced from nowhere. "For your information, that was one of the memories you needed to take, do you understand why?"

"Yes, it's the night when he vowed to love his wife for the rest of his life." Luna whispered as she dried her eyes and placed the small sphere into one of the box's chambers. "If that isn't important enough, then nothing else would suffice."

"I never did like coming into the vault…" Ace commented as she sealed the box's chamber and grabbed the net to catch the third and final sphere in the room. "There are just too many emotional memories, too many tears and feelings of doubt, and far too many feelings to remember and keep track of. Hopefully this next sphere will be important enough to have half the spheres you need."

Luna nodded in agreement as she took fight with the net, and chased after the third sphere. She needed to find the next three spheres soon, she was starting to understand and experience far too many memories for her liking, not that they weren't good, but the fact that they were starting to imprint on her own mind and memories was becoming more and more apparent with each passing moment.

The third sphere proved just as difficult to catch as the previous two, it round around her this way, that way, and every way she could imagine. Finally after fifteen minutes of hard flying she caught it in the net and landed next to Ace. She took several breaths and looked into the closed eyes of the Memory Keeper sitting in the small sphere. She wondered, what kind of memory this keeper would share with her.

Seconds later she was once more blinded by light as the Memory Keeper's eyes opened. She waited for a few moments before she was staring out at the world through The Doctor's eyes once more at a massive crowd of ponies all dressed up for a very formal occasion. It took Luna only a few moments to realize that she was staring out at his and Ditzy's wedding day. He was currently talking to Celestia before the music would change, thus telling everypony that the main event was about to begin.

"_**Well Doctor, this is the big day you've been waiting for two weeks to happen."**_ Celestia said quietly to him. _**"Feeling nervous right now?"**_

"_**More then you realize." **_He said cheerfully. _**"Really though Celestia, Derpy and I are more than happy to have a small wedding, don't you feel this is a little excessive? I mean that's a lot of food you've prepared for the guests who have no idea why you are really having this celebration for spring here in Ponyville."**_

"_**Yes it may seem that way, but Doctor after all you have done for us, this is just a small way of repaying you and Ditzy for everything."**_ She said calmly. _**"After my sister and I learned that you were getting married, did you really think we wouldn't want to celebrate it with you? Just enjoy the party we're throwing for you and enjoy the happiest day of your life. Luna's already hired the best chefs from across Equestria and the Crystal Empire to prepare your wedding cake and feast, I've invited anypony to enjoy themselves this day to their hearts content, and I've already instructed the Wonderbolts to prepare a show for the entertainment. You aren't going to waste all those preparations on me are you?"**_

The Doctor nodded as Celestia went to take her position as the music slowly started to die down. Out of the corner of his eye Luna saw herself with Hawk and Owl, busily making sure that she would remember her lines. –It's not like I wasn't ready, I just wanted to make sure I wouldn't forget or stutter after nearly two weeks of practicing.- She thought as the Doctor turned to look at the crowd of ponies.

"_**Typical, leave it to Celestia and Luna to turn our wedding day into a national holiday." **_He whispered to himself as he heard the music announcing the arrival of the bride. _**"I send Celestia a letter saying Derpy and I are getting married, and what do they do? Suddenly announce that they would be celebrating the arrival of spring with our wedding, not a bad cover-up but still does she have to go this far for us? I wanted a little peace, quiet, and above all no publicity to put me into the spotlight. Derpy and I wanted a small wedding of maybe ten or twenty ponies, maybe more but this is just ridiculous…"**_

Luna had to agree with his statement, perhaps she and her sister did go a little overboard with the wedding, though it seemed alright at the time. However her next thoughts were wiped away the moment he saw his wife in the most glamorous wedding dress ever created or seen so far. The dress was pure white, with gold and violet trimmings lining the sleeves and trailing, with beautiful scarlet roses embedded in the shape of her cutie mark. She wore a white veil which partially concealed her face, but she was still easily recognizable to him.

Derpy herself was taking each step very carefully, very calculatedly, and very slowly so as to not trip on her own dress or her own hooves. He remembered watching her practicing walking down that isle for three days because she wanted this wedding to be perfect, meaning to tripping nor stutters and no embarrassing wing flares because of how handsome he looked to her.

Luna could feel The Doctor's own feelings spike as he watched as, step by step, his wife to be get closer to the most important moment of their lives so far. To him she was more beautiful than any mare could hope to compete with, not even Celestia and Luna could compete with her. She would have thought that meant he didn't find them attractive but Luna couldn't help but agree with his thoughts, she did indeed look stunning. The moment when Celestia would officially join their hooves together in marriage, would be the happiest he had ever felt. It took Derpy two minutes to go from the end of the carpet walkway to his side and together they turned to face Celestia and Luna as they looked over them and all the ponies there observing the wedding.

-So this is how he felt that day.- Luna thought as she saw herself through his eyes.

"_**Settle down my subjects!"**_ Celestia called out loudly, and everyone hushed in respect for what was about to happen. _**"Welcome all who have gathered this day to celebrate not only the changing of two seasons, but to bear witness to the union of two of Equestria's citizens. We all have gathered this day, to witness the marriage of Doctor Hooves and Ditzy Doo, here near the small town of Ponyville. If there are any among us who have a claim to either of them, or reasons and beliefs that these two should not be joined together in the bonds of matrimony, let them step forth now so that all of us may judge their arguments and reasons!"**_

Luna watched as The Doctor only glanced away for a slight moment to stare at herself for the momentary pause, before Celestia nodded and continued with the ceremony.

"_**As there are none among us who have claim to either of their hooves, my sister and I will now speak to both of you and recite the vows and promises that you have each elected to answer so as to prove your eternal love for each other."**_ She said in an official tone, and stepped forward so that she could address both of them equally. _**"Doctor Hooves, do you vow that if this mare chooses to accept you as your stallion in marriage that you will never break a promise you make to her? Do you vow that if she chooses to accept you as her stallion in marriage that you will do all you can to provide her the happy and comfortable life she deserves from this day forth until the end of time? Do you vow that if this mare chooses to accept you that you will forever see the sun rise by her side, forever more both in sickness and health, despite the unforeseen consequences of your union to her and her union to you? Finally will you grant her access to all that you own and possess spiritually, physically, and emotionally as proof of your devotion to her and her alone?"**_

"_**I Doctor Hooves vow that if this mare chooses to accept me that I will never break a promise I make to her, to provide her the happy and comfortable life she deserves from this day forth, that I will share each and every sunrise with her, to share whatever unforeseen consequences may arise from our union, and to give her access to all that I do and will possess spiritually, physically, and emotionally as proof of my devotion to her and her alone from this day forth in sickness and health until the end of time."**_

Celesia nodded in approval to his response and looked at Derpy now.

"_**Ditzy Doo, do you vow that if this stallion chooses to accept your hoof in marriage that you will never turn your back on him in times of darkness? Do you vow to always stay by his side in times of distress and uncertainty where others would leave him be? Do you vow to bear, nourish, and raise his fillies and foals if you both choose to have them, and to provide a home for those ponies as long as he remains faithful to you? Do you vow to spend each day with him, at his side and by his side no matter what may happen in the unknown future? Do you vow to prove your devotion to him by allowing him access to all you possess spiritually physically, and emotionally? Finally do you vow that if he chooses to accept you, that you will always keep him in your heart as he vows to keep you in his, in sickness health and even death?"**_

"_**I Ditzy Doo vow that if this stallion chooses to accept me that I will never turn my back on him in times of darkness, to always stay by his side in times of distress and uncertainty where others would leave him be, to bear, nourish and raise and provide a home for his fillies and foals if we choose to have them, to stay at and by his side no matter what the future may hold, to prove my devotion by allowing him access to all I own spiritually, physically and emotionally, and finally to always keep him in my heart as he vows to keep me in his in sickness, health and even death."**_

Luna watched as her sister nodded and stood back so that now she could stand in front of them and deliver her lines that she had practiced for days on end.

"_**Before we begin, we ask once more if there are ANY ponies here who have a claim to either of these two, or reasons and beliefs that these two should not be joined together, and we ask once more that they now stand before us all so that we may all judge their arguments."**_ She heard herself declare, and after a sufficient length of time in which nopony spoke up she delivered her lines. _**"Doctor Hooves do you vow to share the moonless and moonlit nights with this mare at your side should she choose to accept you as her stallion? Do you vow to spend each night with her by your side in the bitter cold of winter to the hottest of summer's nights? Do you vow to forever keep only her in your thoughts by the fireside as she keeps you in her thoughts? Do you vow to shoulder her burdens as she shoulders yours? Do you vow to always lie beside her each night and comfort her in your hooves no matter what sorrows you suffer? Finally do you vow to warm her heart with your own as the moon rises in the cold of nights embrace?"**_

"_**I Doctor Hooves vow that if this mare chooses me as her stallion to spend the moonless and moonlit nights with her at my side, to spend each night by her side in the bitter cold winter and hottest summer night, to forever keep her and only her in my thoughts as she keeps me in hers, to houlder her burdens as she shoulders mine, to always lay by her side each night and comfort her in my hooves no matter the sorrow we suffer, and to always warm her heart with my own as the moon rises in the cold of nights embrace."**_

She watched herself nod in approval at The Doctor's response to the questions, and turned to Ditzy to give her questions now.

"_**Ditzy Doo do you vow to always warm this stallion's heart with your love when night falls should he choose to accept you as his mare? Do you vow to prove your love under the moonlight by waiting for him to return home each night? Do you vow that you will always to keep his heart within yours so that he will always have a place to call his own when he has nothing else to claim? Do you vow that you and you alone will stand by his side as the dark storm clouds gather and break the calm nights that you will share with him? Finally do you vow that he and he alone will ever have claim to your love as he vows that you and you alone will ever have claim to his love?"**_

"_**I Ditzy Doo do vow to always warm this stallion's heart with my love when night falls, to prove my love under the moonlight by awaiting his return home each night, to always keep his heart within mine so that he will always have a place to call his own if he ever has nothing else to claim, to always stand by his side as storm clouds gather and break the calm nights I share with him when none else stand by him, and that he and he alone will ever have claim to my love as he vows that I and I alone will claim his love."**_

Luna watched herself nod in approval of Ditzy's responses and stood back so that Celestia could once more stand before the two of them. _**"Your arguments have been heard and vows have been presented to this audience, let us all now bear witness to the final vows of these two ponies so that when we return home to our friends and loved ones, we may share the tale of this wedding clearly and accurately. I now ask those that have born witness to these two pony's vows that in their opinion, have they answered them honestly and with no misunderstandings."**_

As one each and every pony cheered and said that they did indeed recite the vows clearly and honestly.

"_**Doctor Hooves do you offer Ditzy Doo to become her stallion in marriage, from this moment forth until the sun no longer rises and the nights no longer end?"**_

Luna felt The Doctor nod in response and said he did offer Ditzy to become her stallion in marriage.

"_**Ditzy Doo do you offer Doctor Hooves to become his mare in marriage, from this moment forth until the sun no longer rises and the nights no longer end?"**_

She heard Ditzy's response that she did indeed offer to become his mare in marriage.

"_**The offers have been made, now will you two turn to face the pony you wish to marry." **_Celestia declared as Luna watched herself move to stand next to her.

They did and instructed, and Luna watched as Ditzy came into view, and felt both The Doctor's hearts racing faster and faster with anticipation for the moment he and she had been waiting for!

"_**Doctor Hooves I ask you now, do you accept Ditzy Doo as your one and only mare, knowing the vows you have recited and heard from her?" **_Celestia asked.

"_**I do!"**_ The Doctor shouted happily for everypony to hear, so that no stallion could ever claim otherwise that he said anything else!

"_**Ditzy Doo we ask you now, dost thou accept Doctor Hooves as your one and only stallion, knowing the vows thee have recited and heard from him?"**_ Luna asked.

"_**I do!"**_ Ditzy cried joyfully and tearfully by the looks of the tiny wet blotches in her veil.

"_**THEN BY THE POWER VESTED IN US, WE DECLARE YOU HUSBAND AND WIFE!"**_ Celestia and Luna declared in the Royal Canterlot voice. _**"YOU MAY KISS THE BRIDE!"**_

The whole crowd cheered and applauded as The Doctor lifted Ditzy's veil and in one movement, pulled her into the deepest, most romantic kiss that they had ever shared! No longer was she his assistant, from that moment on she was now his wife!

They would remember that moment for the rest of their lives. They didn't even care that the feast had yet to begin, or the Wonderbolts display as the entertainment. This was all it took, to make this day the best day of their lives. Then the applause started to die down as he and his new wife separated and stared at each other's eyes, not needing to say anything to show that they were both happy. Then The Doctor held his wife's hoof and turned to stare at the crowd and declared in as loud a voice he could muster, _**"LET THE FEAST BEGIN!"**_

Then everything started to fade away and Luna found herself staring at the red sphere in front of her. She didn't even bother to talk to Ace as she put the Memory Keeper into the box and sealed it. However she did put the box down and start taking several deep breaths to steady her and calm her down, not realizing how very overwhelmed by the rush of emotions that poured through her mind she was. Feelings of love that she had no idea felt that way were still fresh in her mind, thoughts of kissing and holding hooves as well as spending cold nights close together with another pony still raced through her mind. She was completely overwhelmed by this rush of feelings, and STILL she had to find another two worthy Memory Keepers before she could return to Rogar and leave this vault.

She knew that when she took off the glasses that she would never look at the world the same way again, and she even accepted that she would think very differently from that moment onward. However she had never imagined that it would be THIS confusing for her. She was so overwhelmed, from just two Memory Keepers, that she didn't know how she could keep thinking the way she did if she continued.

Ace walked over and sat next to her, not smirking as she expected him to be, but smiling in understanding as if he knew what was going through her mind right now. "It's not easy experiencing another's emotions and feelings that you have never felt before." He said calmly. "Least of all when you have never felt those emotions before for yourself, still you are handling yourself fairly well all things considered. So tell me Luna how does it feel to be in love as well as to be loved by another?"

Luna couldn't answer that, how could she answer it when she had never felt such feelings before? "You know what all of these memories are don't you, that's why you don't bother looking into the memories yourself right?" She asked, to which he nodded. "Why didn't you tell me what to expect in them, why do you let me feel these emotions?"

"You can't understand another's pain if you have never felt that pain before." He said. "Why would you waste time understanding that which you have never experienced before? You can say that you love someone but then how would you know what love is if you have never felt love before? You can say that you truly care about someone but if you have never actually cared for another than how can you be honest with your words? It's true that one can't understand everything, but if you don't know anything than how can you help someone with anything? That is what I am trying to teach you by bringing you here and showing you these memories."

Ace watched as a blue sphere gently floated toward him and he held his hoof out to let it land. He stared into the Memory Keeper's eyes for a moment, and Luna was blinded by a light source from its eyes for only a few moments before the light vanished. She opened her eyes and watched Ace let the sphere go and prodded it away from him. "Memories are a fickle thing to have, true memories express more than just images. They show you feelings and emotions that you feel only for those brief moments of time that you can never feel again. What truly shows how strong you are is the willingness to not only express your own feelings and emotions to another, but a willingness to step into another's shoes, boots, hooves, or whatever they walk on, and live their lives for a single day. To feel what they feel, see what they see, hear what they hear, and think how they think. Then when you can see how they are the way they are, then you can truly talk to them on the same level, for then you can understand who and what they are, and appreciate all that they are."

He turned to face Luna and she looked into both of his eyes, and she swore that there was a tear hanging from his left eye. The moment she saw it however, it vanished as his eye blinked and he smiled once more his usual all-knowing smirk. "That's why I don't like coming down here, too many memories for me to keep track of. It distracts me and keeps me from focusing on that which is important to me, or that which interests me. Yes I am the Ace to the King, I know everything that happens in the kingdom of Up, and I must if I am to be able to humble his majesty. Yet it does not ease me, or make my days more bearable being privy to such thoughts and feelings. Yet we must be privy to _him_ because we are all _his_ machinations. A maddened mind is a difficult thing to understand, but that's that."

"How… do you do it?" She asked him. "How do you live each day, knowing what you know? All these feelings I have never felt in my life before, and I have no idea how I should be feeling right now. I know I should be happy for how he feels about his wife, but all it it actually makes me feel is JEALOUSY! How can you live with this knowledge?"

Before she came into The Doctor's mind she was happy for his marriage to Ditzy, and she was still happy for him. But now that she knew how it felt for him to be in love, to feel such warmth by being so close to her, and to feel how happy she is to be his wife just by looking into her eyes, all she could think was how jealous she was of The Doctor for his little life. As hard as it was to admit it openly, she actually felt calmer that she said it, she was jealous of him, happy but jealous.

Ace smiled at this and winked his right eye at her. "When you are mad Luna, you can take almost anything and shrug it off as just another something that happens to you each day." He said cheerfully.

"Teach me… teach me to be mad like you Ace." Luna said. "I don't want to feel so… alone or helpless, I don't want to feel confused and jealous. Show me how to shrug off emotions like you do because I don't know how I should feel when something I don't understand happens. Teach me to be so mad that I can go to bed each night in bed of thorns and wake up to sharp spears in my face, and feel no fear each time the sun rises."

Ace nodded in understanding. "As you wish Luna, but just remember these words." He whispered seriously. "Madness is a state of mind; you must always treat it that way or it will become a curse to you. Remember that."

"Madness is a state of mind." Luna repeated as she picked up the net and he cloak and proceeded to follow Ace back out of that room into the main vault room. "Madness… is a state of mind."


	7. Chapter 6 - Memory Brothers

Chapter 6 – Memory Brothers

Luna walked beside Ace as they made their way to the third vault door, Luna carrying her net and cloak with the box containing two of the Memory Keepers she needed to give Rogar. She wanted to get this task over with as quickly as possible, but she was thoroughly enjoying the time it took them to leave the second vault and traverse over to the third vault. The longer it took them the more time she had to collect her thoughts and calm her mind. The two spheres she was carrying had taxed her mental strength greatly, so much so that she was still recovering even as they neared the vault door.

She wondered what the next sphere would bring her, and what memory she would be forced to watch. Would it be another one filled with emotions like love and romance, as the two she was carrying had been? Would they be more traumatic or full of sadness? She didn't know what she was in for; all she knew was that she had definitely gotten herself into more than she bargained for.

Still there was a bright side to this, Ace was acting a little nicer to her then he was before. He started whistling a tune that she had heard before, it sounded like the lullaby that she heard aboard the Tardis being sung by that blue mare to Dinky.

"Wasting time till we get to the door?" Luna asked curiously.

"Is it a waste of time if you accomplish that which you want?" Ace asked in response. "If I have to wait while walking toward our destination as well as wait for you to keep up with me then I might as well sing a song or two to myself. You are such a strange pony, asking me if I'm wasting time. Honestly…"

Luna laughed at that last statement, and guessed that she was a little bored with walking in silence. Although how she was taking so long to keep up with him was confusing, after all she was walking right next to him. How she was taking so long to keep up with him was a mystery to her, but then she figured that it was probably just his way of saying hurry up and stop wasting time. "Well I guess that's true, if you accomplish what you wanted in the time you are given then it's not a waste of time." She said to him.

"Exactly, so why are you asking me if I'm wasting time?" Ace said as though THAT was the most important thing in the whole world at the moment while they reached the door at last.

It took him a moment to open the door because he had to once more speak some kind of language that Luna still did not understand. Once he did the door opened up just enough for them to slip through and Luna went through first.

The third vault room was just like the other two, however unlike the other two there were far fewer Memory Keepers than she expected. Only two small platforms had spheres stacked on them, mostly blue and yellow. There were quite a few red spheres floating around though, she counted about four or five of them floating around, but two of them were quite bigger than the rest of them. She couldn't make them out from down where she was, but it looked like the Memory Keepers were bigger than the ones she was familiar with.

"Here I go again…" Luna whispered as she watched the red spheres floating around high above her.

"Alright Luna get up there and catch a red sphere." Ace said cheerfully. "Those Memory Keepers won't catch themselves you know!"

"Forgive me if I withhold my enthusiasm for this task." Luna grunted as she put her cloak and the box down before taking to the air with the net.

She flew into the air and instantly took off after the closest of the red spheres. As she got closer she noticed that what she had thought was a bigger Memory Keeper was really three keepers in one large sphere. All three of the stallions were completely identical and sleeping peacefully side by side, their heads next to each other and clearly dreaming the same thing.

The sphere they were in didn't fly very fast when compared to the other three she chased before, but it still put up a chase nonetheless. It flew in circles, loops, spirals, and every kind of direction she could think of before FINALLY she cornered it next to the wall on the far side with the net. With the sphere in hoof she flew back down to Ace to ask him about the strange sphere.

"Explain the meaning of this." Luna said as she held the larger red sphere to him so that he could see all three sleeping stallions inside it.

Ace glanced down at it the back at Luna, looking smug as usual. "Their Memory Keepers, what more do you need to know?" He said dully.

"We know that, why are there three of them in the same sphere?" She asked.

"Well probably because their all sharing the same memories together." He said as he looked at the sphere again. "The funny thing about family members, especially brothers and sisters and especially twins or triplets, is that they seem to understand each other more than any other pony. Triplets and twins in particular seem to be able to… sense each other's feelings and emotions more strongly when they are close together or separated across great distances. That's why whenever Rogar hires a stallion that happens to have a twin he hires the twin as well to do the job. It's just good work ethics to work closely with family members."

Luna looked down at the three sleeping stallions in the sphere and wondered what memory they were all sharing. "So they all dream the same thing, or are they dreaming separate dreams of the same incident or pony?" She asked.

"Won't know till you see the memory, so stop wasting time and get on with it." He chuckled as Luna turned the sphere to stare into their closed eyes at the same time.

It took her several minutes to focus on all three of the Memory Keepers at the same time, but when she did all three of their eyes opened up at the same time, blinding her for the sixth time with bright white light. She waited for the memory to begin, which didn't take long as she opened her eyes to find herself walking toward what appeared to be the Ponyville Orphanage. Judging by the feeling of weight strapped over his shoulder, and how he was being careful while walking with it, he was carrying the young filly Dinky Doo in her filly carrying bag.

-Wait why is he going to an orphanage?- Luna thought as he walked to the door. –Of course this must be the memory of his adopting Sparkler, she didn't become a family member until after Dinky's birth.-

She watched through The Doctor's eyes as he entered the orphanage and walked up to the front desk, where an elderly stallion was sitting reading the local paper. When he walked in the stallion smiled and put the paper down so he could talk more appropriately.

"_**Welcome to the Ponyville Orphanage for under aged ponies."**_ He stated. _**"Are you here to begin the adoption process for a special filly or foal?"**_

"_**Yes I am."**_ The Doctor said cheerfully as he put Dinky's bag on the floor and watched her crawl out on her own. _**"My wife and I decided a few days ago to adopt another pony into our family after the Adoptathon festival. She can't make it today because she's working for the Canterlot Royal Postal Service during the day, so it's just me and little Dinky today."**_

The Doctor kept an eye on Dinky as she walked around, occasionally stumbling into things. She was only a couple months old and already learning how to walk and explore on her own, he smiled as he watched his filly explore the new place he had brought her to, and was filled with pride as she looked at him and walked back over to him without his saying anything. She was very attached to him, always following him around and staying close to him, except for the occasional strange new object she just always had to inspect before running back to him.

-She's so tiny…- Luna thought as she saw how small Dinky was back then. –How a pony grows in two years.-

"_**Well do you know whom you'd like to adopt today mister…?"**_The stallion asked.

"_**Hooves, Doctor Hooves."**_ The Doctor said. _**"No unfortunately we don't know whom we'd like to adopt, never actually adopted a pony before and well we're new parents so no idea how to do this parent stuff."**_

"_**Well in that case I'd recommend asking one pony in particular, she's been here for several years now and there's not a single filly or foal in our care that she wouldn't recommend to a new family."**_ He said as he stepped from around the desk and opened a door behind him. _**"Sparkler, Sparkler can you come here for a moment?"**_

A few moments later Luna saw a two years younger Sparkler come through the door. She looked fairly similar to what Luna remembered her as in the present, although she was slightly smaller because she was younger and had yet to reach her teenaged years. She smiled at The Doctor and asked him to follow her to meet the fillies and foals who were playing in their living room.

After he picked up Dinky and put her back in the filly bag The Doctor followed Sparkler through a door and up a staircase. _**"So do you know what kind of filly or foal you'd like to adopt Mr. Hooves?"**_ She asked kindly.

"_**Well no not exactly Ms. Sparkler, you see Derpy and I were looking for somepony that Dinky could grow up with." **_He said as Dinky poked her head out and smiled at him and Sparkler. _**"I figured I'd let Dinky do all the deciding around here, she'd know who we should adopt better than me. But why don't you recommend a few pony's to me?"**_

"_**Well let's see, if you want a foal that'd grow up with Dinky than there are quite a few I'd recommend." **_She said thoughtfully. _**"There's little Gooper, he's really funny and always knows a joke for the occasion. Wilton loves playing games, I'm sure he and she would have a blast together. There are also a few fillies I could recommend, like Jess, she's good with art and is very creative with noodle drawings. Not to mention our orphanage's resident gardener Pumpkin, like her name suggests she knows how to grow pumpkins, it's her specialty."**_

"_**You know a lot about these ponies don't you?"**_ He asked curiously as she ticked off the names of ponies that she figured would be good brothers or sisters to Dinky.

"_**Oh yes, I've seen quite a few parents come and go through these doors." **_She said jokingly. _**"Each and every one of them I've recommended who they should adopt and without question they have all turned up happy and perfect matches. It's kind of like my job here, making sure you have the best possible match for your family!"**_

Something in the way she said 'recommended' told The Doctor that there was another reason for it, and Luna could feel him guessing the reason behind that. _**"Yet you never recommended yourself?"**_ He asked suddenly.

Sparkler stopped joking and pretending to smile and instead glanced down at the ground as they turned the corner toward a door where the sound of playing fillies and foal could be heard. _**"No, not really."**_ She whispered quietly. _**"Never occurred to me to try and recommend myself to them, they wouldn't have wanted me anyway."**_

"_**Why's that?"**_ He asked as they stopped in front of the door.

"_**Well… I'm not the best Unicorn around… so to speak… magic wise anyway."**_ She grunted as she looked at her horn. _**"I can't use magic, at least not well enough to be noticeable, you know with the whole levitating things and making things happen. Most Unicorns can use their magic early on in their life; I never used magic until two years ago, still can barely hold anything in the air for more than a few seconds."**_

The Doctor glanced at her and noticed her looking at her horn with resentment. _**"Not like I don't know how to use magic, but when parents see a filly that ends up hurting herself with her own spells they don't want her I think. They end up spending more time keeping an eye on her than they do enjoying their life with her, so I started recommending other ponies to them. In any case don't worry about me, I'm alright, lets introduce you to the ponies and see who would be a good match for you and Dinky!"**_

He nodded at her fake enthusiasm for her self-appointed job and followed her in through the door. Inside the room was about fifteen or seventeen young ponies that were two to five years old, all playing games with toys or each other, practicing magic or making pictures with crayons and paint. On both sides of the rooms were double bunk beds where he could see that they had their few belongings stored and where they slept. When he walked through with Dinky they all stopped what they were doing and ran over to say hello and this and that and a bunch of other things that he couldn't hear because they were all talking at the same time.

-So many youths…- Luna commented as she watched The Doctor stare around at all the small ponies surrounding him. –So many young ponies and all of them with no family.-

"_**Attention everypony!"**_ Sparkler called out, and all of them hushed at her words. _**"This is Doctor Hooves and his filly Dinky Doo Hooves. Mr. Hooves is here to adopt one of you, he's still unsure as to whom to adopt so be nice to him and treat him and his daughter nicely. Now he and I need to talk for a bit about you all so go back to playing."**_

All the young ponies nodded and went back to what they were doing, although now they seemed to be trying to impress him and get his attention while doing so. He put Dinky down on the ground and pulled her out of the filly carry bag so that she could join the others playing. It took them a second but they all welcomed her to play with them, and soon Dinky was playing chase the foal with a couple of the others.

"_**So any other questions you had in mind?"**_ Sparkler asked.

"_**Well I was thinking…"**_ He started saying, but one of the foals came up to them and tapped Sparkler to get her attention.

"_**Sparkler, Pumpkin ran out of crayons again." **_He said.

"_**Again, alright give me a moment I'll get her some more."**_ Sparkler sighed. _**"Excuse me Mr. Hooves, I have to go help some ponies out."**_

He nodded and stood off to the side as she left the room and five minutes later came back with a new box of crayons and some more coloring paper. He figured that once she gave the crayons and paper she would be done, but no once she helped that pony with the crayons another filly cried that she had used magic and flung her favorite doll on a very high window sill. Once Sparkler retrieved that doll a foal came up to her and asked for her help with getting a toy he had left on the higher bunk beds so that nopony could reach it.

-Ironic because now HE can't reach it.- Luna and The Doctor thought at the same time.

One after another, she went around helping the young ponies with one task or another, not complaining and smiling all the time. They all respected and admired her, and clearly treated her as though she were an older sister.

**/watch?v=2TWmO3TOBew**

Still waiting for her to finish with another filly that was complaining about a foal that had broken her favorite paint brush, The Doctor found his eyes wandering around the room and coming to rest on the bed next to him. He noticed that this bed was the most cluttered, with several small pictures and a few picture books of how to use magic littering it. Below were a few pictures that looked like preschool drawings all with Sparkler's name on them. A few looked like Hearths Warming wish pictures, judging by the words scribbled on them and the image of a very young Sparkler and two adult anonymous ponies beside her, it looked like her wish in school had been obvious.

(I want a family!) Was scribbled next to the (What do you wish for?) question.

Glancing up to make sure Sparkler was still preoccupied with the two young ponies, The Doctor quickly decided to make up his mind over using his Mind over Matter technique, just to shift the pictures and letters around so he could read them normally. The technique was one he hadn't used for a VERY long time, and he wouldn't use it under normal circumstances he, by normal he wouldn't use it unless his life depended on it, but he really wanted to use it only so he could read the stuff clearly.

"_**Nah I don't need to use that, just a quick sleight of hand… er hoofs."**_ The Doctor whispered quietly as he made sure Sparkler was still busy with the other fillies and now Dinky.

In a flash he had pushed, pulled, tugged and shifted everything around. The picture he saw was indeed a preschool drawing, beneath it was another picture similar to the first, and again her wish had been for a family. Below that was a third one, a letter homework that she had made addressed to Princess Celestia, requesting that she grant her birthday wish to give her a mom and dad. Under the letter was a magazine clipping which gave statistics for how likely a pony would be to get adopted. According to the clipping it said that a Unicorn, who was good with magic, especially if they learned on their own, was seventy percent more likely to be adopted. Under that were several newspaper articles all taped together about orphan unicorns and earth ponies that had found their real parents, years after they were discovered missing, some of them had suffered amnesia or had run away because they thought they were bad. Finally under all that was a piece of paper that she had used to keep track of how many parents had 'not' adopted her, and how many years she had spent in that orphanage waiting.

Something touched The Doctor as he looked up at Sparkler and watched her smiling and helping all the other young ponies around her. Sparkler wanted nothing more than for any family to walk in and adopt her. Yet every time a family came in, all she did was help them find another pony to adopt besides her.

Luna could feel his emotions rising, and knew that he was making up his mind to adopt Sparkler, but as Sparkler walked over to Dinky and he watched her play with Dinky at her request, something happened that drove the final nail toward his decision.

She didn't understand what happened, but the moment The Doctor blinked, everypony was suddenly surrounded by floating golden strings of pure light. She watched them all shift and wrap themselves constantly around all of the ponies, and saw that they were connecting to each other, intertwining themselves in ways she couldn't imagine. As she watched she saw that the largest of all the strings was connecting itself between Dinky and him, and at the same time a single tiny golden strand started forming around Dinky and inch ever so slowly toward Sparkler. Luna watched as the string connected itself from Dinky to Sparkler, wrapping itself around the pink pony several times and tying itself to her in a very tight knot.

"_**She's not even a year old and already forming attachments more permanent than anything she can imagine."**_ He whispered as he saw Dinky's approval of Sparkler as a big sister.

Then he blinked again and all the strands were gone. Luna felt The Doctor nodding in approval as he quickly put all of Sparkler's stuff back the way he found it, and prepared Dinky's filly bag for travel. He let Dinky play with Sparkler for a good fifteen minutes before he cleared his throat and walked over to them. _**"Sorry Dinky, I know you want to stay and play but I just realized that we have to get home, your mother will chew me out if I don't have you home before she is."**_ He said as he indicated the bag.

Sparkler picked up Dinky and put her in the bag, much to the dismay of Dinky who looked like she didn't want to go into the bag when she wanted to keep playing with Sparkler. _**"So did you figure out who you wanted to adopt Mr. Hooves?"**_ Sparkler asked as the three of them left, Dinky poking her head out of the bag and smiling at Sparkler who smiled and tapped her nose to make her giggle. _**"It's Pumpkin isn't it; she seemed most friendly to Dinky while they were all playing together."**_

"_**You'll see in a couple of days." **_He said. _**"I think Dinky already made her choice, but just to be certain I'm going to ask her a few things and bring her back to play with the others over the next few days. Besides I need to tell Derpy what Dinky did today and about those you recommended to me."**_

Sparkler nodded at him and through the corner of his eye Luna saw that Sparkler looked slightly depressed at those words. –She thinks she's going to add another family to that list that doesn't want to adopt her.- Luna thought sadly as she remembered the list of names and number of years she had spent in the orphanage, waiting to be adopted.

The memory faded away, and Luna figured that she would find herself back in the memory vault with Ace, but no the next moment she was once more walking toward the orphanage with Dinky in her filly carry bag. This time however he was in the company of his wife Ditzy. They walked into the orphanage and were greeted again by the foster caretaker that The Doctor had met before.

"_**Welcome back again, I have the paperwork all ready to go."**_ The stallion said cheerfully. _**"This must be your wife, pleasure to meet you miss."**_

"_**Nice to meet you too." **_Ditzy said as Sparkler walked in through the door behind the counter. _**"Hello Sparkler, nice to meet you. My husband's told me how helpful you've been these past few days with helping us pick a pony to adopt."**_

"_**Hello Mrs. Hooves, nice to meet you as well." **_Sparkler said. _**"So exactly who did you decide to adopt? He never told me the last time he visited; only that Dinky had made her choice as to who she wanted to be in her family."**_

"_**Well we decided to adopt…"**_ Ditzy began to say but at that moment the stallion asked her and The Doctor to follow him so that they could begin filling out papers to begin the adoption process.

"_**Sparkler would you be nice and take Dinky to play with the other ponies?"**_ The Doctor said cheerfully, taking Dinky out of the filly bag and letting her walk to Sparkler on her own. _**"No point boring her with having to fill out paperwork. Let her play around while she waits for us to finish."**_

"_**Sure thing Mr. Hooves, she really enjoys playing games with me and the others." **_Sparkler said as she nodded and picked up Dinky and carried her through the door and out of sight, giggling happily as she poked her belly. Meanwhile he and Ditzy followed the stallion through another door and into his office where there were several stacks of papers littering the table, as well as some forms that were all labeled adoption forms.

"_**Like you requested I haven't told Sparkler that you want to adopt her, but why do you want to keep all this a secret from her?"**_ The stallion asked as he took a couple pens out for them to write with. _**"I figured you'd want to tell her as soon as you decided considering how long she's been in our care waiting for a family to adopt her."**_

"_**Oh I have my reasons."**_ The Doctor said as he took the pen and started signing his signature where it was required on the forms.

The truth was that he wanted to surprise Sparkler, and he knew that the best kind of surprise would be to tell her JUST as he began the adoption process, so that she would have NO DOUBT about his family wanting to adopt her. Luna herself felt that his plan was quite good, and she couldn't wait to see the expression on her face when she learned that she was being adopted later. –I wonder. Does she even realize that she's finally being adopted.-

"_**We're making the right decision with adopting Sparkler, right dear?"**_ Ditzy asked as he finished signing the first page and handed her it while he began the second.

"_**Of course we are Derpy; she'll be a wonderful big sister to Dinky." **_He said. _**"She always thinks of other ponies before herself, and she always tries to make others happy even at the expense of her own happiness. She's been waiting, hoping, and begging for a family all this time, while at the same time watching other ponies get adopted with her help."**_

"_**Don't need to convince me dear, I'm with you all the way."**_ Ditzy replied as she finished signing her signature and waited for him to finish with the second page.

It took them roughly thirty minutes to sign all the papers to begin the adoption process. All the while Luna eagerly awaited the moment they would finish, and then break the news to Sparkler, which was not long in coming. _**"There we go; you have now officially begun the adoption process." **_The foster caretaker said. _**"I'll go and bring Sparkler and Dinky back here, and I won't tell her who you are adopting as well. I'll let you handle that."**_

Five minutes later, Sparkler was back with Dinky and the stallion. _**"So I'm guessing you two finished filling out the adoption papers?"**_ She said in a matter of fact voice as she put Dinky in her filly bag and tapped her nose to make her giggle again. _**"So who is the lucky young pony you guys chose to adopt?"**_

"_**Well that's a surprise, but just so we don't keep them waiting…"**_ The Doctor said as Sparkler stood up to walk out the room and 'fetch' the lucky pony to meet their new soon to be family. _**"Would you please go back there and tell Sparkler that Mr. and Mrs. Hooves are waiting for her?"**_

"_**Alright then, I'll just go get…"**_ She stuttered as she turned to leave but stopped mid-sentence to spin and stare open mouthed at what he said.

The look on Sparklers face told a story that could have been told in years. Sparkler heard the words but still didn't believe what was said; she looked at The Doctor and Ditzy as though they weren't really there, her eyes shifted between them unwilling to believe what could very well be some elaborate joke. Yet still there was a glimmer of hope, that her wish had FINALLY come true after all this time.

"_**Wha… what did you… say?"**_ She whispered._** "You… want to…"**_

"_**We are adopting you Sparkler."**_ He said calmly, finishing her sentence for her. _**"What more do you want me to say?"**_

She looked between him and his wife, and then stared at the foster caretaker, not wanting to believe it until he told her. _**"It's true Sparkler, they already signed the papers and began the adoption process." **_He said, taking the stack of forms and showing all the signatures on them. _**"In three months and many more signatures and forms later, you'll officially be a member of the Hooves Family, congratulations!"**_

"_**I'm… being adopted…?" **_She said to Ditzy.

"_**My husband told me all about you, not to mention that Dinky liked you from the start, so it took little convincing to get my approval." **_Ditzy said cheerfully. _**"We want to adopt you; we wanted to make it a surprise so we kept it secret till you saw the signed papers to tell you. That way you wouldn't have any doubt that we wanted you."**_

She took one glance at the papers, and then looked at The Doctor again. He braced himself for the storm of emotions he KNEW was going to happen. Sure enough, two seconds later Sparkler broke down in tears of joy, charged him and pulled him into one of the most emotional hugs he had ever had. _**"Thank you!" **_She cried through the tears. _**"Thank you, oh thank you so much! Thank you for adopting me, I can't thank you enough! I'll be the best big sister ever, I promise I'll be the best big sister to your daughter that I can be!"**_

Luna watched as Ditzy picked up Dinky in her bag and hugged Sparkler with him as well. _**"I know you will Sparkler, I know you will." **_He whispered gently as he patted her back. _**"You've been in here for a long time, I know what it's like to wait for so long to find a family. Dinky told me that she wanted you to be her big sister, and I saw that you cared so much about others that you even sacrificed your own chances of a family to help them. You even showed that you cared about my daughter without even knowing her over the last few days when we visited. You've sacrificed enough of your own happiness to give everypony in Equestria a piece of it. Well no need to sacrifice anymore, you've waited long enough."**_

"_**Thank… you…"**_ Sparkler kept whispering again and again through her tears of joy, so much that she was running out of breath to talk now. _**"Thank you, thank you… hank… ou!"**_

They continued to enjoy the intimate moment for a few more minutes, during which the Foster Caretaker left the room so they could have some privacy, saying something about telling the news to the other foster ponies in his care. After they enjoyed the moment and Sparkler had spent all her tears of joy, though Luna could tell that The Doctor knew that she was FAR from out of tears, they separated so that he and Ditzy could leave. Though before they left the room they told Sparkler to expect them to visit constantly over the next three months, both because they still had to continue the adoption process and so that Dinky could get more familiar with Sparkler, both as a pony and as a soon to be bigger sister.

"_**Enjoy the next few months you're here Sparkler."**_ He said as they walked down the hallway toward the front door. _**"In just three months, you'll be leaving here and never coming back, unless of course you want to visit your friends here every so often."**_

"_**Oh believe me Mr. Hooves." **_Sparkler said hoarsely because she was still out of breath from crying and saying thank you over and over again. _**"I can't wait for these three months to pass."**_

Luna watched as The Doctor and his wife walked to the door, and everything started fading again. A few seconds later the memory returned to normal as Luna watched The Doctor walking toward the orphanage again, his wife slightly ahead of him and their filly poking her head out of the filly bag she was carrying. By the looks of the snow on the ground it was several months after the last visit to the orphanage that she had witnessed. This meant that if the memory's timeline was to be interpreted correctly, this was Sparkler's adoption day.

Sure enough as they neared the front door The Doctor glanced up only slightly to see Sparkler poking her head out of the window and watching them approach eagerly. Judging by the fact that her mane was slightly dripping, and the fact that a comb was hanging from it, she was finishing up her preparations to leave the orphanage at last. She felt him smile with amusement as he and his family walked through the door to be greeted once more for the last time by the Foster caretaker. He had a small stack of official looking documents on the table and a pair of pens for them to use.

"_**Hello there Mr. and Mrs. Hooves, good to see you again today."**_ The stallion said cheerfully as he shook The Doctor's hoof before shaking Ditzy's. _**"Today is the big day isn't it, Sparkler leaves with you and becomes a Hooves family member?"**_

"_**Indeed she does."**_ The Doctor said proudly as he took the pen while Ditzy put Dinky on the ground and let her out, at the same time Sparkler came in with her mane brushed and carrying a saddlebag laden with all of her belongings.

"_**Hello there Sparkler, you ready to go?"**_ The Foster Caretaker asked as Dinky walked over to Sparkler out of the corner of The Doctor's eye. _**"We're just finishing the final adoption papers, once they've signed them you'll be able to leave as a member of their family. I can't believe you're leaving us, but here you are moments away from saying goodbye to your old home. You were the best matchmaker for all the ponies here; it's going to be hard recommending a foal for a family without your insight."**_

"_**Don't worry I'm sure you'll do fine without me." **_Sparkler said as she picked up Dinky and nuzzled her cheek gently. _**"I can't believe it either though, I'm finally about to leave with a family! I never thought I'd ever be adopted after all these years of waiting. It's just hard for me to imagine!"**_

"_**Well just wait a bit longer Sparkler, and then you can leave with us."**_ Ditzy said cheerfully as she took the last paper needing to be signed from The Doctor.

Five minutes later The Doctor signed the final line with his wife, and gave back the paper to the Foster Caretaker so that he could read it over and sign his signature on it. At last, he rolled it up, put a stamp on it and proclaimed the adoption process over with. _**"Congratulations Sparkler, you are now from this day forth, Sparkler Hooves!" **_He declared. _**"Have a wonderful life and make sure to come visit us once in a while if you're ever bored with your family!"**_

"_**I don't know if I'll ever be bored with my family!" **_Sparkler said as she hugged Ditzy first and then The Doctor. _**"Thank you mom and dad for adopting me. I've been waiting to say those words for the past three months!"**_

"_**Well wait till you get home, we got a lot of things to go over with you now that you're going to be Dinky's big sister." **_The Doctor said in a semiserious and still joking manner. _**"You're going to be very responsible for her, especially since I'm going to be starting a toy making business in a month's time and Ditzy is still working full time as a daytime royal mail mare. But we can discuss that at the house, for now let's get going!"**_

"_**Oh that can wait for another minute or two Doctor." **_Ditzy said as she gave him an exasperated look. _**"We need to first welcome Sparkler into our family, and then we can worry about making Sparkler's life a living nightmare!"**_

"_**Oh right." **_He said as he cleared his throat and looked at Sparkler. _**"Welcome to our family Sparkler Hooves, get used to calling us mom and dad."**_

"_**Welcome Sparkler." **_Ditzy said as she hugged Sparkler.

"_**Voo Voo!"**_ Dinky said as she reached up with her two small hooves to tell Sparkler to pick her up.

"_**Dinky says, welcome."**_ The Doctor said.

"**Thank you." **She whispered happily.

They left the orphanage after Ditzy put Dinky back in her bag, Sparkler right between them with all her belongings. As they left they heard the calls of a dozen or so fillies and foals all calling for Sparkler from the bedrooms. The Doctor looked back up at them and saw every one of their faces clambering to get a last look at Sparkler and her new family before she left them forever.

"_**Goodbye Sparkler!"**_

"_**We'll miss you Sparkler!"**_

"_**Have a wonderful life Sparkler!"**_

"_**Goodbye everypony!"**_ Sparkler shouted happily as she gave them a final farewell wave. _**"Take care of yourselves!"**_

The Doctor waved at them all and followed his family away from the orphanage, the sounds of the fillies and foals farewells fading away as they walked through Ponyville toward the destination that he knew she had been waiting for all this time.

Home.

He looked at his wife as their house came into sight, and nodded at her, signaling that now was the time to tell her. _**"Well Sparkler there it is, home sweet home."**_ He said pointing a hoof at the cottage that he now called his as well as hers. _**"It's not much; you and Dinky will be sharing a room together. There's a living room, a bathroom, a kitchen and our room but that's it."**_

Sparkler looked at the cottage and only said three words to them. _**"Home, it's perfect."**_ She said as they walked toward the front door.

They entered inside and Ditzy gave him Dinky while she went to start making dinner preparations as well as Sparkler's welcome home birthday muffins. Meanwhile he showed Sparkler her room, showing her the new bed that he had bought using some of the savings they had. He showed her Dinky's smaller bed which was currently set up as a crib, which he put her into and watched her fall asleep, it had been an exciting day for her and she was tired. Sparkler looked around her room and looked out the window, and noticed the tree in their backyard.

"_**You have a tree that's still green at this time of year?"**_ She asked incredulously._** "How do you do that?"**_

"_**Oh you know… magic and… stuff..." **_He said quickly, and Luna could tell that he was trying to keep the tree's identity a secret from her. That knowledge wasn't necessary for her to know, and she was happier not knowing that he was really a time lord and not a true pony. Fortunately at that exact moment his wife called Sparkler and him into the kitchen to celebrate Sparkler's welcome home party, so while Sparkler walked off into the kitchen he picked up a tired Dinky from her crib and took her into the kitchen as well.

The party was simple; Derpy had made muffins beforehand and simply used icing to spell out _(Welcome Home)_ on them and they celebrated with a simple toast to a new family member. The Doctor ate into his muffin and stared at his family, with the newest addition he felt such pride swell his chest. His joy was a simple one; he was no longer alone in the world. Before he took this grey Pegasus pony as his assistant there had been a hole in his heart, so deep that it seemed to be a bottomless pit. With Derpy, _–Her name is Ditzy not Derpy!-_, he had felt that hole appear to be filled in his heart. When Dinky was born he had felt that hole get filled further, but still it seemed that something was missing in his heart. Now that Sparkler was there, he felt content, as though the hole was no longer there.

_**-I'm no longer alone.-**_ He thought as he took another bite as he watched Dinky yawn tiredly in her father's hooves.

Luna watched as the memory faded once again and she found herself staring at the red sphere with three sleeping Memory Keepers inside it. She took several very deep breaths as she calmed herself down before putting the sphere in the container with the other two Memory Keepers. "Three down, one to go!" She declared as she picked up the net to go after the next red sphere.

Ace however stopped her and held the net tightly, preventing her from leaving. "Before you go finish your 'task', may I as you a few questions?" He said with his usual smirk.

"Of course?" She replied.

"What is your name?" Ace asked confidently.

"Luna." She stated.

"Your sister's name is?" He asked.

"Celestia…"

"You live in the city of…?

"Canterlot?"

"And your wife's name is?" He asked quickly.

"Ditz… I mean I don't have a wife!" Luna said quickly.

Ace nodded and tugged the net away from her. "You need time to recover from that memory, of all the memories you've seen that was the longest one you've endured so far." He said. "You are starting to imprint _his_ memories onto your own; it's not good if that happens. If you keep forgetting who you are then when you are out there where you come from it will be difficult to keep hold of your own identity and personality. This is not up for debate, you will sit and think about your own memories and reaffirm your own identity before you get the last sphere. Unless of course that is you want to forget your own name?"

Luna looked between Ace and the net and nodded in agreement; she had been starting to forget a few details as well as remembering others too clearly. Like one that The Doctor's wife's real name was Ditzy Hooves, not Derpy Hooves, which was merely a nickname he called her by. Another detail was that she was letting herself be drawn into the memories as though they were happening to her, she had to be more distant, which was real hard considering that she was experiencing the memories from his point of view.

"Ace, tell me a little more about yourself." Luna asked, very bored with just sitting there while recollecting all of her thought.

"What do you need to know?" Ace said curiously as he looked at her with his right eye. "I am the Ace to his majesty the king, I serve his majesty the king and humble the king when is necessary. What more is there for me to tell you?"

"Well, what was Rogar referring to earlier, when he spoke of your crowning achievement being **her**?"

Ace looked at her thoughtfully for a moment, before turning his attention to the red spheres above them. "Never you mind little pony, that is for me to know and you to find out." He said cheerfully. "After all, what's the fun in knowing me if you know everything about me, then there's no reason for you to try and figure anything out about me. So my little Luna, don't try to understand me so soon."

She sighed as she took the hint. "I suppose I will have to wait." She whispered as she stood up, picked up the net, and stretched her wings in preparation for flying.

She took to the air once more and chased after the closest red sphere she saw, the sphere wasn't as fast as the others had been so it was easier to capture with the net. This puzzled her as she landed next to Ace again, sphere in the net and box ready to contain it. She took the sphere out and examined the Memory Keeper inside it.

The small stallion looked like all of the other ones she had seen, looking like a smaller version of The Doctor while sleeping inside that small sphere. She stared at the stallion's eyes for a few minutes, before the eyes opened up and she was once more engulfed in bright white light. The next moment she felt The Doctor's heartbeats racing as he paced back and forth next to a door with a sign above it labeled 'Delivery Room', which he kept glancing at every five seconds while pacing.

-This must be the day of Dinky's Birth!- Luna thought quickly as he glanced at it for the twelfth time.

Sure enough, her thoughts were confirmed with his next words. _**"Please oh please let the birth go smoothly."**_ He whispered to himself as the thoughts of his wife being in excruciating pain tore at his mind. _**"Please let everything go well, please let nothing happen to her!"**_

He kept glancing at the door to the delivery room, thoughts of improbabilities, impossibilities, and everything else that could go horribly wrong racing through his mind. She could see complicated outcomes course through his mind at lightening speeds. She felt his worry spike each time as the most likely outcomes rose to the front, where his wife died in the birthing because their filly was born with Time Lord Genes instead of just pure Pony Genes. Another spike of worry rose as he imagined his filly developing some genetic disorder because she was bred from him and Derpy, -Her name is Ditzy!-, instead of her and a NORMAL pony. Then he wondered if his wife was calling for him, asking for him to be there while the birth happens, or had it already happened and they had yet to call him in because something TERRIBLE was happening!

"_**Calm down, calm down Doctor!"**_ He told himself again and again when that thought crossed his mind. _**"It's just taking a while, that's all! No need to panic yet… oh for the love of time what would I give for a Dalek or two just to take the stress of waiting away!"**_

He kept glancing at the delivery room, and then glanced at a nearby clock on the wall, watching each second tick by. Luna could tell that he had been waiting for almost an hour now, and from his thoughts he was growing more and more anxious to hear from his wife, or at the least hear from some nurse that she was alright or alive. Anything at this point just to calm him down!

"_**Why didn't I use the Tardis, could have brought it and gone into the future to…" **_He said before stopping himself midsentence. _**"No if my wife can endure this, then I will endure and wait patiently for every second she is in there… even if she's been in there for longer. Seriously how much longer do I have to wait?"**_

Luna felt him grow more and more anxious as time went on, for ten more minutes he and she waited. With still no sign of his wife or how much longer it would be, and through this memory Luna could feel her own worry rise and enhance from his own. –She's perfectly fine Luna; you know this turns out well because you saw her yourself!- She thought heatedly as she felt herself being drawn into the memory again.

Another minute passed, and suddenly she saw The Doctor's eyes focus on the lit up sign of the delivery room as it turned off. Two seconds later, a nurse pony opened the door, smiling at him and beckoned him to come closer. _**"The birth was successful Mr. Hooves; you are officially the father of a newborn filly."**_ She said happily.

"_**My wife and my filly, are they both alright?!"**_ He almost cried, but he kept his voice as calm as possible.

The nurse nodded as she opened the door and let him inside. _**"Of course, they're both find and waiting for you."**_She whispered quietly as he raced in and saw his wife lying on the infirmary bed.

Ditzy was lying on the bed, the lower half of her body covered in a white blanket and breathing heavily as she held a small bundle of blankets lovingly in her front hooves. She looked up at him, smiling happily as he walked over to her, ever so quietly as she held a hoof up to her mouth, indicating that he had to be quiet.

Luna felt his heartbeats racing again as he leaned over and watched her pull the blankets of the small bundle back ever so slightly, to reveal a tiny, little pony wrapped up in them. The little pony was hiccupping gently as it was fast asleep in the bundle of blankets, unaware that her father was staring at her. The Doctor stared at the tiny pony, and even closer at the even tinier horn poking up from her forehead, and knew that everything had gone alright for him and his wife. Their newborn filly was healthy and normal, at least by pony standards.

"_**She's beautiful Derpy!"**_ He told the tired Pegasus. _**"She's got your coat, and your mane."**_

"_**She's got your… courage Doctor."**_ She said. _**"She didn't cry much… when she was born… the nurses were surprised… she's healthy and everything… but she barely cried… Guess that means… she's not afraid of… seeing the world like… I was."**_

"_**We're all a little afraid when we come into the world." **_He said.

They continued to enjoy the moment for a second longer before he pointed at the tiny horn poking out of their filly's forehead. _**"She's a Unicorn." **_He whispered to Ditzy, clearly asking how that was possible.

"_**One of my… grandmothers was a… Unicorn Doctor…**_" She whispered heavily as she smiled at the small bundle of blankets. _**"So I have her genes… as well, what are… the odds… that those genes would… be our filly's now?"**_

"_**Million's to one!"**_ He replied as he watched the tiny pony breathing quietly. _**"May I?"**_

Ditzy nodded in understanding as she held out the small bundle for him to hold, which he did ever so carefully with one hoof, using his other three to keep him balanced upright. Luna watched through his eyes as he stared down at the small pony sitting in his care now, knowing that HE had created this pony with the help of his wife, this tiny miracle of life was thanks to the two of them.

Luna felt tears flow from his eyes, tears of joy that were the purest and truest that she had ever felt as he stared at the tiny little Unicorn before him. Now only one thing remained for the two of them to do, and he only had to look at her for her approval before he looked back down at the small pony one last time, and whispered the most important words of his life that day.

"_**Welcome to the world… my little, Dinky Doo Hooves."**_

Luna watched as the memory faded away, and she was once more staring at the small sphere with the sleeping Memory Keeper inside of it. She dried her eyes as tears had appeared there, before she put the small sphere into the box she was carrying.

"That's the last one Ace!" She said happily. "We don't need anymore, let's go and give these to your friend so we can get out of here!"

"Aren't you forgetting something?" Ace asked quietly.

"Nothing that I can think of." She said as she took the net and cloak in preparation to leave.

"What is the name of this kingdom?" Ace asked her suddenly, smirking as he did so.

"Up?"

Ace nodded, his smirk growing ever wider as he did. "Then perhaps you should look, up?"

Luna looked up and saw what he meant, there, sitting on one of the pillow platforms, BARELY visible unless Ace pointed it out for her, was what looked like a rusted old metal key. She quickly put the box, the net, and the cloak down and flew straight up to it and edged it out of a small pile of yellow Memory Keeprs. Sure enough it was a key, a very odd looking key, one end was a loop designed to hang from a ring while the other end was in the shape of the male symbol. She eagerly flew back down to Ace and showed him the key she found.

"It's one of the five keys?!" She asked enthusiastically, not believing that she had found one of the five keys she needed to unlock whatever it was that the king was using to store the memory she sought.

Ace looked at it and took the key to examine closer. "Yes it is, I think." He whispered intelligently. "Just to be on the safe side I'll keep it for a while, until I'm certain it is what you need. You see the five keys were sent to the five levels of Up by the king's instructions, and given to five key individuals in his kingdom, well four of them anyway. The fifth was stolen long before this happened, so he only had four of them, the four keys he did have he distributed to keep the keys away from the lock. Rogar had one I believe, and it wouldn't surprise me if he completely ignored the key because he was so busy, and he wouldn't care one way or another if you took it or not."

Ace used his mane to keep the key tied to him while they walked toward the vault exit, so that Luna could give the four Memory Keepers to him. All the while Luna kept thinking that she was one step closer to finding the memory she needed.


	8. Chapter 7 - The False Memory

Chapter 7 – The False Memory

It took roughly half an hour of walking for Luna and Ace to exit the number ten vault entirely, not counting the fact that Ace was slowed down because he seemed to be fascinated with the way his mane was being used to keep the key she had found tied to him. Every few minutes he seemed to make some remark about how he had so expertly tied his mane to keep the key attached to him. Luna, wanting to keep him occupied as well as wanting something to do while they walked, kept on talking about keys and random chit chat as they reached the vault door.

They talked and talked until they left the vault with the four Memory Keepers packed up tightly into the box that Rogar had given Luna. She figured that they would have to wait or go searching for Rogar after she had collected the four Memory Keepers, in fact she wouldn't have been surprised if she had to do that as well, but no Rogar was waiting right outside the vault for them, tapping one of his monstrously towering hooves impatiently. Each time he tapped the floor it felt like an earthquake.

"**Well did you find them?"** He called down from high above them.

In response Luna took the container he had given her and opened the four chambers to reveal the Memory Keepers she had collected. Rogar sent several eyes to examine all four of them before he extended several limbs designed to grab and hold onto the spheres. As one all his eyes stared at the sleeping stallions inside the spheres and Luna had to shut her eyes to protect them from the blinding light momentarily, after a few seconds though the light faded and she could see again.

"**Not bad, not bad at all little miss pony!"** He said cheerfully, creating another platform for her and Ace to stand on. **"A little on the bland and obvious side, but still not a bad selection, alright a deal's a deal. I'll help you find the memory you seek, the King had me place it the vault but I can't exactly remember which one it is so give me a moment to find it."**

Once she and Ace were on the platform Rogar closed and locked the vault door behind them before bringing the platform soaring up to his eye level. Luna had to use all her strength to avoid being flung off the platform while Ace merely acted as though he were waiting at the corner street for the bakery to open. Once they were at eye level and she once more felt like an inconsequential speck next to his MASSIVE head, he sent every one of his eyes into a series of small holes around the vault along with several mechanical limbs.

"That's how he looks into the vaults when he doesn't feel like opening the door and walking in." Ace explained as Luna watched his eyes vanish into the small holes. "The holes allow him access to every section of the factory, including the vaults themselves, the only limits he has concerning what he can see and touch is how far he can extend his eyes and hands. His hands being those limbs in case you're wondering. He can't extend them any further than the wires connecting his eyes and hands to his body and head allow him. At most he has a good four mile reach, give or take."

While Ace was explaining this to Luna, Rogar was busy talking to himself in an undertone, although because of his large stature and being so close to them, Luna and Ace could hear him quite clearly. **"Let's see did I put it in there… no not there, oh definitely not there."** He said as his head shifted every few seconds. **"Let's see are you it? No you're not it. Are you… no you're not, my mistake. Maybe this one… oh most definitely not that one. Oh… my well… maybe I should reconsider putting you among THOSE Memory Keepers."**

"Wait a moment Ace." Luna said suddenly as she realized something while Rogar was busy searching the vault. "I thought the king was the only one who had the memory I sought, why would Rogar have the memory down here in the factory if he has it up there in his palace?"

Ace smiled proudly at Luna when she said that, and nodded in agreement as his friend continued to talk to himself. "Indeed, why would it be down here?" He said. "Answer that my pupil."

"**Hmm, nope… nope… nope… No, No, definitely not!" **Rogar said as his head shifted constantly, still clearly looking for the memory. **"I know I put it in here somewhere, now where did I put it. Let's see, is it among them or did I stash it there?"**

He continued in this manner for several minutes before finally he shouted excitedly that he found the right Memory Keeper. Several seconds later his eyes swarmed back out of the holes along with his limbs and one yellow glass sphere, inside was another Memory Keeper. Once his limbs were back where they belonged he handed Luna the small sphere cheerfully, looking at her with two of his eyes. **"There you go, the memory I promised you."** He said cheerfully.

Luna stared at the sphere she was holding for a few moments. "This is what my friend asked me to find?" She asked incredibly. "It was down here the whole time?"

"That all depends on your perspective Luna." Ace said through a grin. "Why don't you see what the memory is, and judge for yourself the importance of a, may I admit, unimportant Memory Keeper."

Luna nodded and stared into the closed eyes of the small sleeping stallion for several seconds, before she was once again blinded by a brilliant flash of light as the Memory Keeper opened them. Seconds later she was once more, as she had been doing many times before that day, viewing the world through the eyes of her good friend The Doctor. At first everything was dark, but then her vision became fuzzy before it became clearer, and the first thing she heard was the sound of birds chirping outside and a faint light beginning to enter the room.

_**-Morning already?-**_ The Doctor thought as he slowly opened his eyes to the new morning. _**–I swear Celestia sure doesn't miss a beat, another hour more of sleep is all I ask for.-**_

She watched as The Doctor's vision cleared up and she found him looking over at his sleeping wife as she started waking up as well. She blinked for several seconds before her eyes focused on him. _**"Morning Doctor." **_She whispered sleepily.

"_**Morning Derpy."**_ He whispered back as he got up and stretched, looking out the window to see several dark and very heavy looking storm clouds in the distance. _**"Looks like it's going to rain today Derpy, you might need to be careful at work today."**_

"_**I've been in storms before, don't worry about me dear." **_Ditzy said as she got out of bed and stretched as well. _**"In any case, time to make breakfast. I'll also make you your lunch for later after you've done some work on those toys. Sparkler and Dinky are going to go visit the orphanage to see how it's doing if I remember."**_

"_**Yep, well let's not keep those two waiting!"**_ The Doctor said cheerfully as he finished waking himself up.

Before he turned to leave he once more looked outside their bedroom, but not toward the storm clouds or the sun as it was rising ever higher. Instead he was looking out into the backyard where he had a good view of his Tardis. He though he saw a shimmer of some type for just the brief moment, just in front of the Tardis, but the moment he saw it the shimmer seemed to have vanished. _**–Strange, I thought I saw something.-**_ He thought, but then he shook his head and shrugged off the feeling.

For the next hour of the memory Luna watched as The Doctor went about the morning, preparing Dinky and Sparkler for their visit and letting them know about the storm and to wear special jackets he made to keep them both warm. Once they left, he helped his wife get ready for work and to give her a good luck kiss so she wouldn't get lost, or at the very least not lose track of where she was going today. After she left he went back into the kitchen, picked up his bagged lunch and proceeded to go to his job, being a Toymaker.

He walked out the back door, lunch in hoof and proceeded to walk toward the Tardis. Just before he reached the Tardis he thought he heard something running toward him, but just as he turned around to look, he felt a searing pain in the back of his neck and fell face forward into the grass. After a few seconds of being dazed he got back up, shook his head and saw the rock he had tripped over.

"_**Silly rock…"**_ He said as he stepped over it and continued walking toward the Tardis, just as the sun hit its peak in the clear blue sky above.

_-Wait a moment… wasn't there a bunch of storm clouds earlier?- _Luna thought as he turned off the disguise hiding the Tardis with his sonic screwdriver. –_Where did the screwdriver come from, he didn't have that before did he?"_

She watched him walk into the Tardis and closed the door behind him. _**"Hmm, I wonder what I should have for lunch today." **_He asked himself as he walked down a corridor toward his workshop, where all of the unfinished toys were stored and where he worked on new toys to be delivered. _**"Derpy won't be going to the market until tomorrow, so I guess I'll have to make my own lunch for today. I'm sure she won't get mad at me if I make an old English muffin while I'm working."**_

_-Wait a minute; his wife made him a lunch, where did THAT go?- _ She thought.

Something wasn't right, things just weren't adding up in this memory. She had plenty of time to think about the memory as it played out though, because for the next three hours all she did was watch The Doctor carve out pieces of wood and hollowed them out with special tools so that wires and other technological marvels could be strung in them. After twenty minutes of watching him work, she saw that the piece he had been working on was a toy leg for a WalkNTalk Celestia toy, the rest of which was waiting for him to work on next to it.

She watched him pull up diagrams of toys he had made and she observed how he made his amazing contraptions. She marveled at the amount of work that went into even a single piece for his toys, and watched how careful he was to make sure everything was perfect. The precision was far above even the greatest of Canterlot's carvers and statue makers, and the focus he showed was sharper and more intensive then anypony she had ever known. So focused was he on his craft that nothing seemed to break his concentration as he carefully picked up each tool required for a specific job without even needing to see what it was. It took him almost half a day to work on one toy, but the care and delicacy that went into it was worth all the effort. After a couple hours however she felt a sudden sharp pain in his hooves, and he looked down to see he had cut himself accidentally with one of the tools.

"_**Well, that's a bother if ever there was one."**_ He said as he rubbed the wound before walking out of the workshop to go and get some bandages from the medical cabinet in the Tardis Hospital.

"_**Cut myself up again, well at least it wasn't as bad as that one time…"**_ He said as he went back to his work in the workshop, picking up another tool and pulling the toy he had been working on before, a Basketball Blimp toy.

_-Wait wasn't he working on a WalkNTalk Celestia toy?- _She asked herself as he continued to work on the toy.

The rest of the memory was quite boring to Luna, but still she watched it. The only things that happened, besides him eating a lunch that his wife made, were that he injured himself several times more with tools and took a short swim in the large pool to cool off. Finally after he checked the nearby clock he saw that it was nearly dinner time, so he left the workshop and walked out tiredly into a stormy afternoon toward his home. Before he got far he tripped in the mud and dirt, very tired apparently from carving all day. He walked through exhausted and slightly in pain and looked at his wife's expression as she saw him covered in mud.

"_**What happened to you Doctor?"**_ She shouted as she helped him to the table and tried to dry off his mane with a cloth.

"_**Nothing, nothing at all."**_ He whispered quietly.

The memory started fading away and she found herself staring at the Memory Keeper in her hooves. "That was the memory the king wanted to hide from me?" She asked Ace.

"I don't know, was it what you expected?" Ace responded, though his grin clearly told her that there was more to it than meets the eye. "A better question is what was wrong with the memory that gives you such suspicions?"

"Rogar is this really the memory that the king did not want me to see?" Luna asked Rogar as he turned to leave the vault.

"**Of course it is, I should know!"** He replied. **"Every memory needs to pass through this factory, there are no exceptions. Absolutely no memory can exist without my knowing about it as long as it concerns **_**him**_**; if he has experienced it then it has been made and stored here at some point."**

_But that's not right, something wasn't right about that memory._ She thought to herself as they walked back upstairs. _Something wasn't right about that memory, and Ace is too smug about my questions for this to be the memory I seek. The king couldn't have been lying about having the only unaltered…"_

Then it clicked, his words were concerning an **unaltered** memory.

"Rogar is it possible that this memory is a fake?" She asked him.

The moment she said those words, it was as though she had called his mother a mule. **"A fake!?"** He shouted furiously. **"ARE YOU TELLING ME, that I went through all this trouble just to give you a FAKE a memory?"**

"No that's not what I meant!" She said quickly as twenty of his eyes swarmed to stare at her angrily. "I mean, is it possible to have a fake memory about something?"

"**Of course you can't!"** He shouted. **"That's what makes memories so important! You can't fake something that you claim to have experienced. If you remember something then you clearly experienced it! You remember something if you haven't done it before or seen it before, that's what makes memories so valuable!"**

After he calmed down a bit, Ace got Rogar's attention and said in as polite a manner as he could. "Is it possible to use pieces of genuine memory, to create a fake memory?" He asked.

Rogar turned to look at Ace with his eyes as they neared the front door. **"Well if I really wanted to make a false memory, and that's a big IF mind you, I would have to use pieces of real memory to do so."** He said. **"But it's pointless to make such a memory, you can easily tell of its authenticity. You can't fake a memory so that's why I don't bother doing so."**

"Why not?" Luna asked quickly, catching onto what Ace had suggested. "Why can't you just do that, speaking metaphorically that is?"

"**Because it would require me to use pieces of genuine memory that have genuine senses of touch, sound, smell, sight, and a whole host of other things to name a few. I would have to then string them all together in a way that looked genuine but in the end wouldn't be genuine! You don't walk down the same road the same way each and every time. Sometimes your steps are off, or maybe you walk slightly to the left or to the right! The scenery is also a giveaway, you don't always see the same thing each day, and there are subtle differences each day to think about! Any brain-dead idiot with half his brain cells in check can tell when something is wrong just by paying attention."**

He continued to ramble for a few seconds before he finally shouted out furiously to neither of them in particular. **"I would sooner cut off my head and stick it on a marble statue then allow a fake memory to stay in my vaults!" **He shouted. **"Every memory in these vaults are memories **_**he**_** has experienced and remembers. If anything were fake I would know, after all I make absolutely sure that no memory involving **_**him**_ **ever comes from outside this factory!"**

"Subtle differences…" She thought to herself as Rogar took the Memory Keeper back and lowered their platform for them to get off.

"**Now then that concludes your trip today, have a nice day and come visit me again in a century or two when I'm not busy!"** He said loudly as he opened the door for them to walk through.

"Goodbye friend, see you around!" Ace called out as he and Luna walked out, Luna still deep in thought about what he had said.

Rogar grunted in response as he closed the door shut with a resounding boom.

"So Luna, figured it out yet?" Ace asked as they turned and started walking away from the factory.

"Figured out what?" She replied, not paying much attention to him because she was busy thinking about everything that Rogar had told her.

"Let's see, you found the memory the king didn't want you to see, yet there was something off about it wasn't there?" Ace suggested to her, taking the key he had taken from her earlier and holding it out. "Well, maybe you just need a bit of enlightenment to steer you in the right direction. Take this key and use your magic to put it on that ring around your neck. There's something I forgot to mention about these keys earlier, they unlock your madness greatly by giving you insights that you otherwise, would never see without their assistance. All you have to do is take the key and attach it to that ring I gave you, give it a try."

Luna took his advice and used her magic to levitate the key in front of her, then used her magic to attach the key to the ring. Immediately she felt a strange sensation course through her body, starting first in her forehead and then worming its way down to her hooves. She felt thoughts rise in the back of her head and ideas form behind them, weaving and spinning around, vying for her attention every second. From these thoughts, a sudden burst of inspiration concerning her thoughts about the memory arose.

_-Rogar said that to make a memory required genuine feelings and the experiences that go with them.- _She thought. _–But it's impossible to make a good fake memory even if he used genuine experiences because the experiences wouldn't match up. He didn't make the memory, because he swore that he would never make a fake memory or even allow such a memory to reside in his vault without his knowledge. If that memory was fake… who could have possibly made it and gotten it into the vault without him knowing about it?-_

_-Something happened to The Doctor as he was heading into the Tardis; it all started the moment he 'tripped' on that rock. That is when the subtle differences in the memory started to appear, first the clear sky, then the missing lunch, and then the tools and toys he was working with. Something happened there that the king doesn't want found, and if he is the one who made this fake memory and slipped it past Rogar without his knowledge, then he is trying to hide something!"_

With those thoughts finished, she felt her mind start to slow down and she gasped for breath as she stared at Ace.

Ace nodded in approval as though he knew what had happened. "Had a conspiracy theory did you?" He asked her. "It's alright every mad being tends to have one conspiracy or two in their life. Tell me what do you think?"

Luna took a few moments to recollect her thoughts and organize them, but once she did she flooded Ace with information. "The king, the king is trying to hide something!" She said eagerly as they continued to walk again from the memory factory. "He must have created this fake memory for The Doctor to remember, and he MUST have been able to fabricate it and slip it past Rogar without him knowing, or else your friend would have spotted it easily! Your friend is also clearly so confident that every memory he has is genuine that he would never suspect a fake memory to be in his vault, that's why he doesn't even consider the prospect that the memory he gave me was fake! It's a pretty good fake but there are still flaws in it, flaws that many might overlook but when you think about it, things just don't add up in the memory! Even The Doctor doesn't realize that the memory is a fake, that's how good a fake memory he has, he doesn't realize it's fake because it seems like it really happed!"

Ace's smile grew wider and he nodded in approval. "Well done Luna, that is your madness going to work and making you see what others cannot see." He whispered to her. "These keys do not grant you madness, they merely help your madness grow and deepen up to a certain point. If you cross that point before you collect the final key, then they will no longer aid you in your thoughts. Very fascinating little keys, aren't they?"

She nodded as she flexed her wings in preparation to fly. "The Doctor did not lie when he said to be prepared for anything in here." She said. "Ace, I will meet you at the Endless Staircase. No doubt you'll already be waiting for me by the time I get there."

"Naturally." Ace said as she took off and left him behind on the ground.

Luna flew over the rooftops of the city of Memoirs, heading for the Endless Staircase that she could see in the distance, with many thoughts racing through her head as she did so. She had much to think about, though without more information or without more insight into the memory she had just seen, the only conclusion she can come to was that there was something the king did not want remembered. What that was however, she did not know, all she could do was speculate.

_-What was that sharp pain at the back of his neck, was there somepony racing toward him in the memory as it sounded like, or was that just a figment of his imagination?-_

She continued to speculate for the next three hours while flying toward the Endless Staircase. All the while it grew steadily larger she wondered just how much time has passed since she entered The Doctor's mind in her desire to first have an excuse to get out of the palace, and two help him discover the meaning behind his nightmares for the past few nights. Since the light coming from the cloudy sky didn't give an indication as to how much time has passed, she could only guess that she had been in here for almost a full twenty four hours, not counting the time differences from the memories she witnessed.

"How much time has passed, never imagined we would ever miss the sun or the moon as much as we do now." She commented as she approached the Endless Staircase and came in for a landing.

With absolutely no surprise on her face, she saw Ace standing there tapping his hoof in a bored expression as he played with his hats absent mindedly, waiting for her to land so they could descend the Endless Staircase to the next level.

"Hello Ace, sorry we took so long." Luna said jokingly.

"If you took any longer I could have had dinner and taken a vacation at the bathhouse here." Ace said as he threw his hat away and walked over to her. "Now just so you know, the next level will be fourth level of Up; The city of Fantasia encompasses most of that level. Our next destination will be the Opera Phantom Theatre. The key, if I remember correctly, was given to a certain actress who performed there for her entire career. Shouldn't take us too long to find it if we attend one of the performances."

"Why is that?" Luna asked as he and she walked toward the staircase to begin their descent.

"You'll understand when you find the key." Ace whispered smugly as he led the way down the staircase, to the fourth level of Up.


End file.
